COLUMBIA FUNDS SERIES TRUST I (Form: 485BPOS, Received: 03/14/2012 13:07:56)

Approved by:

/s/ John B. Fisher

Date: 09/16/11

President of the Advisory Companies

Approved by:

/s/ Brian P. Bouda

Date: 09/16/11

Compliance

As filed with the Securities and Exchange Commission on March 14, 2012.

Registration Nos. 2-99356

811-04367

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM N-1A
REGISTRATION STATEMENT
	*UNDER THE*
	*SECURITIES ACT OF 1933*	x
	Pre-Effective Amendment No.	¨
	Post-Effective Amendment No. 143	x
REGISTRATION STATEMENT
	*UNDER*
*THE INVESTMENT COMPANY ACT OF 1940*
	Amendment No. 144	x

COLUMBIA FUNDS SERIES TRUST I

(Exact Name of Registrant as Specified in Charter)

225 Franklin Street, Boston, Massachusetts 02110

(Address of Principal Executive Officers) (Zip Code)

617-426-3750

(Registrant’s Telephone Number, Including Area Code)

Scott R. Plummer, Esq.

Columbia Management Investment Advisers, LLC

225 Franklin Street

Boston, Massachusetts 02110

with a copy to:


John M. Loder, Esq.		Bruce A. Rosenblum, Esq.
Ropes & Gray LLP		K&L Gates LLP
800 Boylston Street		1601 K St, N.W., Suite 1200
Boston, Massachusetts 02199		Washington, DC, 20006-1600

(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

Immediately upon filing pursuant to paragraph (b)

on (date) pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

On (date) pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

This Post-Effective Amendment relates solely to the Registrant’s Active Portfolios Multi-Manager Alternative Strategies Fund, Active Portfolios Multi-Manager Core Plus Bond Fund, Columbia Active Portfolios – Select Large Cap Growth Fund and Active Portfolios Multi-Manager Small Cap Equity Fund series. Information contained in the Registrant’s Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.

LOGO

Columbia Active Portfolios ^® —Select Large Cap Growth Fund

Prospectus March 14, 2012


Class		Ticker Symbol
Class A Shares*		CSLGX

*	Class A shares of the Active Portfolio Funds are offered only to certain eligible investors through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates.

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

LOGO

Table of Contents


Columbia Active Portfolios ^® – Select Large Cap Growth Fund			3

Investment Objective			3

Fees and Expenses of the Fund			3

Principal Investment Strategies			5

Principal Risks			5

Performance Information			7

Investment Adviser and Portfolio Manager(s)			8

Purchase and Sale of Fund Shares			8

Tax Information			8

Payments to Broker-Dealers and Other Financial Intermediaries			8

Additional Investment Strategies and Policies			9

Management of the Fund			12

Primary Service Providers			12

Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest			15

Certain Legal Matters			15

About Class A Shares			16

Description of the Share Class			16

Distribution and Service Fees			18

Selling Agent Compensation			19

Buying, Selling and Exchanging Shares			20

Share Price Determination			20

Transaction Rules and Policies			21

Opening an Account and Placing Orders			24

Distributions and Taxes			27

Financial Highlights			31

Icons Guide

Investment Objective

Fees and Expenses of the Fund

Principal Investment Strategies

Principal Risks

Performance Information

Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest

Columbia Active Portfolios ^® —Select Large Cap Growth Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)


	Class A Shares
Maximum sales charge (load) imposed on purchases, as a % of offering price		N/A
Maximum deferred sales charge (load) imposed on redemptions, as a % of the lower of the original purchase price or net asset value		N/A

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class A Shares
Management fees		0.75	%
Distribution and/or service (Rule 12b-1) fees		0.25	%
Other expenses ^(a)		0.26	%
Total annual Fund operating expenses		1.26	%
Fee waivers and/or reimbursements ^(b)		-0.07	%
Total annual Fund operating expenses after fee waivers and/or reimbursements		1.19	%

^(a)	Other expenses are based on estimated amounts for the Fund’s current fiscal year.

^(b)

Columbia Management Investment Advisers, LLC (the Investment Manager) and certain of its affiliates have contractually agreed to waive fees and/or to reimburse expenses (excluding certain fees and expenses, such as transaction costs and certain other investment related expenses, interest, taxes, acquired fund fees and expenses, and extraordinary expenses) until July 31, 2014, unless sooner terminated at the sole discretion of the Fund’s Board of Trustees. Under this agreement, the Fund’s net operating expenses, subject to applicable exclusions, will not exceed the annual rate of 1.19% for Class A.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:

•

you invest $10,000 in Class A shares of the Fund for the periods indicated,

•

your investment has a 5% return each year, and

•

the Fund’s total annual operating expenses remain the same as shown in the table above.

Since the waivers and/or reimbursements shown in the Annual Fund Operating Expenses table above expire on July 31, 2014, they are only reflected in the 1 year example and the first two years of the 3 year example.

Based on the assumptions listed above, your costs would be:


	1 year		3 years
Class A Shares	$	121	$	385

Remember this is an example only. Your actual costs may be higher or lower.

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover rate is not yet available.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks of U.S. and foreign companies that have market capitalizations in the range of companies in the Russell 1000 Growth Index at the time of purchase (between $835 million and $501.62 billion as of February 29, 2012). The Fund invests primarily in common stocks of companies that Columbia Management Investment Advisers, LLC, the Fund’s investment adviser (the Investment Manager) believes have the potential for long-term growth.

The Fund may invest directly in foreign securities or indirectly through depositary receipts. Depositary receipts are receipts issued by a bank or trust company and evidence ownership of underlying securities issued by foreign companies.

The Fund will not concentrate its assets in any single industry but may from time to time emphasize one or more economic sectors in selecting its investments and may invest more than 25% of its assets in companies in each of the technology and health care sectors.

The Investment Manager combines fundamental and quantitative analysis with risk management in identifying investment opportunities and constructing the Fund’s portfolio. The Investment Manager considers, among other factors:

•

overall economic and market conditions.

•

the financial condition and management of a company, including its competitive position, the quality of its balance sheet and earnings, its future prospects, and the potential for growth and stock price appreciation.

The Investment Manager may sell a security when the security’s price reaches a target set by the Investment Manager; if the Investment Manager believes that there is deterioration in the issuer’s financial circumstances or fundamental prospects, or that other investments are more attractive; or for other reasons.

Principal Risks

•

Investment Strategy Risk – The Investment Manager uses the principal investment strategies and other investment strategies to seek to achieve the Fund’s investment objective. There is no assurance that the Fund will achieve its investment objective. Investment decisions made by the Investment Manager in using these strategies may not produce the returns expected by the Investment Manager, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with similar investment objectives.

•

Market Risk – Market risk refers to the possibility that the market values of securities that the Fund holds will fall, sometimes rapidly or unpredictably. Security values may fall because of factors affecting individual companies, industries or sectors, or the markets as a whole, reducing the value of an investment in the Fund. Accordingly, an investment in the Fund could lose money over short or even long periods. The market values of the securities the Fund holds also can be affected by changes or perceived changes in U.S. or foreign economies and financial markets, and the liquidity of these securities, among other factors. In general, equity securities tend to have greater price volatility than debt securities.

•

Growth Securities Risk – Because growth securities typically trade at a higher multiple of earnings than other types of securities, the market values of growth securities may be more sensitive to changes in current or expected earnings than the market values of other types of securities. In addition, growth securities, at times, may not perform as well as value securities or the stock market in general, and may be out of favor with investors for varying periods of time.

•

those issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding or other taxes, which could reduce the amount of income and capital gains available to distribute to shareholders. Other risks include possible delays in the settlement of transactions or in the payment of income; generally less publicly available information about companies; the impact of political, social or diplomatic events; possible seizure, expropriation or nationalization of a company or its assets; possible imposition of currency exchange controls; and accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to domestic companies.

•

Sector Risk – At times, the Fund may have a significant portion of its assets invested in securities of companies conducting business in a broadly related group of industries within an economic sector. Companies in the same economic sector may be similarly affected by economic or market events, making the Fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.

•

Technology Sector Risk – Companies in the technology sector are subject to significant competitive pressures, such as aggressive pricing of their products or services, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments and the potential for limited earnings and/or falling profit margins. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of technology companies and, as a result, the value of their securities. Also, patent protection is integral to the success of many companies in the technology sector, and profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the cost of litigating patent infringement and the loss of patent protection for products (which significantly increases pricing pressures and can materially reduce profitability with respect to such products). In addition, many technology companies have limited operating histories. Prices of these companies’ securities historically have been more volatile than other securities, especially over the short term. Because the Fund invests a significant portion of its net assets in the equity securities of technology companies, the Fund’s price may be more volatile than a fund that is invested in a more diverse range of market sectors.

•

Health Care Sector Risk – Companies in the health care sector are subject to extensive government regulation. Their profitability can be affected significantly and adversely by restrictions on government reimbursement for medical expenses, government approval of medical products and services, competitive pricing pressures, an increased emphasis on outpatient and other alternative services and other factors. Patent protection is integral to the success of companies in the health care sector, and profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the cost of litigating patent infringement and the loss of patent protection for medical products (which significantly increases pricing pressures and can materially reduce profitability with respect to such products). Companies in the health care sector also potentially are subject to extensive product liability and other similar litigation. Companies in the health care sector are affected by the rising cost of medical products and services, and the effects of such rising costs can be particularly pronounced for companies that are dependent on a relatively limited number of products or services. Medical products also frequently become obsolete due to industry innovation or other causes. Because the Fund invests a significant portion of its net assets in the equity securities of health care companies, the Fund’s price may be more volatile than a fund that is invested in a more diverse range of market sectors.

•

Focused Portfolio Risk – The Fund, because it may invest in a limited number of companies, may have more volatility and is considered to have more risk than a fund that invests in a greater number of companies because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value. To the extent the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities declines in price.

Performance Information

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available, the Fund intends to compare its performance to the performance of the Russell 1000 Growth Index, which measures the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values.

Updated performance information will be available by calling toll-free 800.345.6611 or visiting columbiamanagement.com.

Investment Adviser and Portfolio Manager(s)


Investment Manager		Portfolio Managers

Columbia Management Investment Advisers, LLC		Thomas M. Galvin, CFA Lead manager. Service with the Fund since 2012.

		Richard A. Carter Co-manager. Service with the Fund since 2012.

		Todd D. Herget Co-manager. Service with the Fund since 2012.

Purchase and Sale of Fund Shares

Class A shares of the Fund are available only to certain eligible investors through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates. Fund shares are sold in accordance with the terms of the account through which you invested in the Fund and redeemed in accordance with the terms of the Fund’s prospectus. There is a $500 minimum initial investment and no minimum additional investment.

Tax Information

The Fund normally distributes net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged account, such as a 401(k) plan or an IRA. If you are investing through a tax-advantaged account, you may be taxed upon withdrawals from that account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies – including Columbia Management Investment Advisers, LLC (the Investment Manager), Columbia Management Investment Distributors, Inc. (the Distributor) and Columbia Management Investment Services Corp. (the Transfer Agent) – may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the Fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

Additional Investment Strategies and Policies

This section describes certain strategies and policies that the Fund may utilize in pursuit of its investment objective, and describes some additional factors and risks involved with investing in the Fund.

Changing the Fund’s Investment Objective and Policies

The Fund’s investment objective and certain of its investment policies can be changed without shareholder approval unless otherwise stated in this prospectus or the Statement of Additional Information. Shareholders vote on changes to other investment policies that are designated as fundamental in accordance with the requirements of the Investment Company Act of 1940 (the 1940 Act).

The Fund’s policy of investing at least 80% of its “net assets” (which includes net assets plus any borrowings for investment purposes) discussed in the Principal Investment Strategies section of this prospectus may be changed by the Board of Trustees without shareholder approval as long as shareholders are given 60 days advance notice of the change.

Investment Guidelines

As a general matter, unless otherwise noted, whenever an investment policy or limitation states a percentage of the Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding an investment standard, compliance with that percentage limitation or standard will be determined solely at the time of the Fund’s acquisition of the security or asset.

Holding Other Kinds of Investments

The Fund may hold investments that are not part of its principal investment strategies. These investments and their risks are described below and in the Statement of Additional Information (SAI). The Fund may choose not to invest in certain securities described in this prospectus and in the SAI, although it has the ability to do so.

The Fund may invest in derivatives such as futures, forward contracts, options and swap contracts, including credit default swaps. Derivatives are financial contracts whose values are based on (or “derived” from), for example, traditional securities (such as a stock or bond), assets (such as a commodity like gold or a foreign currency), reference rates (such as LIBOR) or market indices (such as the S&P 500 ^® Index). The Fund may use derivative instruments for both hedging and non-hedging purposes, including, for example, to produce incremental earnings, to hedge existing positions, to provide a substitute for a position in an underlying asset, to increase or reduce market or credit exposure, or to increase flexibility. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying security or other asset. The values of derivatives may move in unexpected ways, especially in unusual market conditions, and may result in increased volatility, among other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders holding shares in a taxable account. Other risks arise from the Fund’s potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Fund’s derivative positions at times when the Fund might wish to terminate or to sell such positions. Derivatives traded in the over-the-counter market (investments not traded on an exchange) are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has recently been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. While the ultimate impact is not yet clear, these changes could restrict and/or impose significant costs or other burdens upon the Fund’s participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the SAI.

Investing in Affiliated Funds

to as affiliated products) that invest exclusively in Underlying Funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of one or more Underlying Funds, and the Investment Manager seeks to balance potential conflicts of interest between the affiliated products and the Underlying Funds in which they invest. The affiliated products’ investment in the Underlying Funds may have the effect of creating economies of scale, possibly resulting in lower expense ratios for the Underlying Funds, because the affiliated products may own substantial portions of the shares of Underlying Funds. However, redemption of Underlying Fund shares by one or more affiliated products could cause the expense ratio of an Underlying Fund to increase, as its fixed costs would be spread over a smaller asset base. Because of these large positions of the affiliated products, the Underlying Funds may experience relatively large purchases or redemptions. Although the Investment Manager may seek to minimize the impact of these transactions where possible, for example, by structuring them over a reasonable period of time or through other measures, Underlying Funds may experience increased expenses as they buy and sell securities to manage these transactions. Further, when the Investment Manager structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, these affiliated products, including funds-of-funds, may pay more or less (for purchase activity), or receive more or less (for redemption activity), for shares of the Underlying Funds than if the transactions were executed in one transaction. In addition, substantial redemptions by the affiliated products within a short period of time could require the Underlying Fund to liquidate positions more rapidly than would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing it to realize a loss. Substantial redemptions may also adversely affect the ability of the Underlying Fund to implement its investment strategy. The Investment Manager also has an economic conflict of interest in determining the allocation of the affiliated products’ assets among the Underlying Funds, as it earns different fees from the various Underlying Funds.

Investing in Money Market Funds

The Fund may invest uninvested cash, including cash collateral received in connection with its securities lending program, in shares of registered or unregistered money market funds, including funds advised by the Investment Manager. These funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. The Fund and its shareholders indirectly bear a portion of the expenses of any money market fund or other fund in which the Fund may invest. The Investment Manager and its affiliates receive fees from any such funds that are affiliated funds for providing advisory and other services in addition to the fees which they are entitled to receive from the Fund for services provided directly.

Lending of Portfolio Securities

The Fund may lend portfolio securities to approved broker-dealers, banks or other institutional borrowers of securities to generate additional income. Securities lending typically involves counterparty risk, including the risk that a borrower may not provide additional collateral when required or return the loaned securities in a timely manner. In the Fund’s securities lending program, the counterparty risk related to borrowers not providing additional collateral or returning loaned securities in a timely manner is borne by the securities lending agent, which has indemnified the Fund against losses resulting from these risks. However, the Fund may lose money from lending securities (or the amounts earned from securities lending may be limited) if, for example, the value of or return on its investments of the cash collateral declines below the amount owed to a borrower. For more information on lending of portfolio securities and the risks involved, see the Fund’s SAI and its annual and semi-annual reports to shareholders.

Portfolio Holdings Disclosure

A description of Columbia Funds’ policies and procedures with respect to the disclosure of Fund portfolio securities is available in the SAI. The Fund discloses its portfolio holdings on the Columbia Funds’ website, www.columbiamanagement.com, as described below. Once posted, the portfolio holdings information will remain available on the website until at least the date on which the Fund files a Form N-CSR or Form N-Q (forms filed with the Securities and

Exchange Commission (SEC) that include portfolio holdings information) for the period that includes the date as of which the information is current.

The Fund’s complete portfolio holdings as of a month-end are disclosed approximately but no earlier than 15 calendar days after such month-end.

In addition, more current information concerning the Fund’s portfolio holdings as of specified dates also may be disclosed on the Columbia Funds’ website.

Investing Defensively

The Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, (i) investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds, (ii) holding some or all of its assets in cash or cash equivalents, or (iii) investing in derivatives, such as futures (e.g., index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment exposures to a sector, country or region where the Investment Manager believes such defensive positioning is appropriate. While the Fund is so positioned defensively, derivatives could comprise a substantial portion of the Fund’s investments. See above for more information on the risks of investing in derivatives.

The Fund may not achieve its investment objective while it is investing defensively. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased Fund performance. See also Investing in Money Market Funds above for more information.

Mailings to Households

In order to reduce shareholder expenses the Fund may, if prior consent has been provided, mail only one copy of the Fund’s prospectus and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, call 800.345.6611 or, if your shares are held through a financial intermediary, contact your intermediary directly.

Additional Information on Portfolio Turnover

A mutual fund that replaces, or turns over, more than 100% of its investments in a year is considered to have a high portfolio turnover rate. A high portfolio turnover rate can generate larger distributions of short-term capital gains to shareholders, which for individuals are generally taxable at higher rates than long-term capital gains for U.S. federal income tax purposes. A high portfolio turnover rate can also mean higher brokerage and other transaction costs, which could reduce a fund’s returns. In general, the greater the volume of buying and selling by a fund, the greater the impact that brokerage commissions will have on its returns. The Fund generally buys securities for capital appreciation, investment income or both. However, the Fund may sell securities regardless of how long they’ve been held.

More About Annual Fund Operating Expenses

The following information is presented in addition to, and should be read in conjunction with, the information on annual fund operating expenses included in this prospectus.

Calculation of Annual Fund Operating Expenses. Annual fund operating expenses shown in the Fees and Expenses of the Fund section of this prospectus are based on an estimate of expenses that will be incurred during the Fund’s current fiscal year and are expressed as a percentage (expense ratio) of the Fund’s expected average net assets during that fiscal year. In general, the Fund’s expense ratios will increase as its net assets decrease, such that the Fund’s actual expense ratios may be higher than the expense ratios presented in the Annual Fund Operating Expenses table. Any commitment by the Investment Manager and/or its affiliates to waive fees and/or cap (reimburse) expenses is expected to provide a limit to the impact of any increase in the Fund’s operating expense ratios that would otherwise result because of a decrease in the Fund’s assets in the current fiscal year.

Management of the Fund

Primary Service Providers

The Investment Manager, which is also the Fund’s administrator, the Distributor and the Transfer Agent, all affiliates of Ameriprise Financial, Inc. (Ameriprise Financial), currently provide key services to the Fund and various other funds, including other Columbia-branded funds (Columbia Funds), including investment advisory, administration, distribution, shareholder servicing and transfer agency services, and are paid for providing these services. These service relationships with respect to the Fund are described below.

The Investment Manager

The Investment Manager is located at 225 Franklin Street, Boston, MA 02110 and serves as investment adviser to the Columbia Funds. The Investment Manager is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial. Prior to May 1, 2010, the Investment Manager’s name was RiverSource Investments, LLC. Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients’ asset accumulation, income management and protection needs for more than 110 years. The Investment Manager’s management experience covers all major asset classes, including equity securities, fixed-income securities and money market instruments. In addition to serving as an investment adviser to mutual funds, the Investment Manager acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies, exchange-traded funds and financial intermediaries.

Subject to oversight by the Board of Trustees (the Board), the Investment Manager manages the day-to-day operations of the Fund, determines what securities and other investments the Fund should buy or sell and executes the portfolio transactions. Although the Investment Manager is responsible for the investment management of the Fund, the Investment Manager may delegate certain of its duties to one or more investment subadvisers. The Investment Manager may use the research and other capabilities of its affiliates and third parties in managing investments.

The Fund pays the Investment Manager a fee for its investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly, as follows:

Annual Advisory Fee,

as a % of Average Daily Net Assets


Up to $500 million	0.710	%
$500 million to $1 billion	0.665	%
$1 billion to $1.5 billion	0.620	%
$1.5 billion to $3 billion	0.570	%
$3 billion to $6 billion	0.560	%
Over $6 billion	0.540	%

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreement with the Investment Manager will be available in the Fund’s first report to shareholders.

Subadviser(s)

The Investment Manager may, subject to the approval of the Board, engage an investment subadviser or subadvisers to make the day-to-day investment decisions for the Fund. The Investment Manager retains ultimate responsibility (subject to Board oversight) for overseeing any subadviser it engages and for evaluating the Fund’s needs and the subadvisers’ skills and abilities on an ongoing basis. Based on its evaluations, the Investment Manager may at times recommend to the Board that the Fund change, add or terminate one or more subadvisers; continue to retain a subadviser even though the subadviser’s ownership or corporate structure has changed; or materially change a subadvisory agreement with a subadviser.

The SEC has issued an order that permits the Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for the Fund without first obtaining shareholder approval. The order permits the Fund to add or to change unaffiliated subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making

recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, the Investment Manager discloses to the Board the nature of any material relationships it has with a subadviser or its affiliates.

At present, the Investment Manager has not engaged any investment subadviser for the Fund.

Portfolio Managers

Information about the Investment Manager’s portfolio managers who are primarily responsible for overseeing the Fund’s investments is shown in the table below. The SAI provides more information about each portfolio manager’s compensation, other accounts managed by each portfolio manager and each portfolio manager’s ownership of securities in the Fund.

Thomas M. Galvin, CFA

Lead manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Mr. Galvin joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2003. Mr. Galvin began his investment career in 1983 and earned an undergraduate degree in finance from Georgetown University and M.B.A. from New York University.

Richard A. Carter

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Mr. Carter joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2003. Mr. Carter began his investment career in 1993 and earned a B.A. from Connecticut College.

Todd D. Herget

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Mr. Herget joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 1998. Mr. Herget began his investment career in 1998 and earned a B.S. from Brigham Young University and M.B.A. from the University of Notre Dame.

The Administrator

Columbia Management Investment Advisers, LLC (the Administrator) is responsible for overseeing the administrative operations of the Fund, including the general supervision of the Fund’s operations, the coordination of the Fund’s service providers and the provision of related clerical and administrative services.

The Fund pays the Administrator a fee for its services, plus certain out-of-pocket expenses. The fee is calculated as an annual percentage of the Fund’s average daily net assets and is paid monthly, as follows:

Annual Administration Fee,

as a % of Average Daily Net Assets


Up to $500 million	0.060	%
$500 million to $1 billion	0.055	%
$1 billion to $3 billion	0.050	%
$3 billion to $12 billion	0.040	%
Over $12 billion	0.030	%

The Distributor

Shares of the Fund are distributed by the Distributor. The Distributor is a registered broker-dealer and an indirect, wholly-owned subsidiary of Ameriprise Financial. The Distributor and its affiliates may pay commissions, distribution and service fees and/or other compensation to entities, including Ameriprise Financial affiliates, for selling shares and providing services to investors.

The Transfer Agent

The Transfer Agent is a registered transfer agent and a wholly-owned subsidiary of Ameriprise Financial. The Transfer Agent’s responsibilities include processing purchases, sales and exchanges, calculating and paying distributions, keeping shareholder records, preparing account statements and providing customer service. Although transfer agency fees vary among certain share classes, the Fund generally pays the Transfer Agent monthly fees on a per-account basis and reimburses the Transfer Agent for certain out-of-pocket expenses and sub-transfer agency fees, subject to certain limitations.

Expense Reimbursement Arrangements

The Investment Manager and certain of its affiliates have contractually agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below) through July 31, 2014, unless sooner terminated at the sole discretion of the Board, so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rate of:

Columbia Active Portfolios ^® —Select Large Cap Growth Fund


Class A			1.19	%

Under the agreement, 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, extraordinary expenses and any other expenses the exclusion of which is specifically approved by the Board. This agreement may be modified or amended only with approval from all parties.

Other Roles and Relationships of Ameriprise Financial and its Affiliates—Certain Conflicts of Interest

The Investment Manager, Administrator, Distributor and Transfer Agent, all affiliates of Ameriprise Financial, provide various services to the Fund and other Columbia Funds for which they are compensated. Ameriprise Financial and its other affiliates may also provide other services to these funds and be compensated for them.

The Investment Manager and its affiliates may provide investment advisory and other services to other clients and customers substantially similar to those provided to the Columbia Funds. These activities, and other financial services activities of Ameriprise Financial and its affiliates, may present actual and potential conflicts of interest and introduce certain investment constraints.

Ameriprise Financial is a major financial services company, engaged in a broad range of financial activities beyond the mutual fund-related activities of the Investment Manager, including, among others, insurance, broker-dealer (sales and trading), asset management, banking and other financial activities. These additional activities may involve multiple advisory, financial, insurance and other interests in securities and other instruments, and in companies that issue securities and other instruments, that may be bought, sold or held by the Columbia Funds.

Conflicts of interest and limitations that could affect a Columbia Fund may arise from, for example, the following:

•

compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares;

•

the allocation of, and competition for, investment opportunities among the Fund, other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, or Ameriprise Financial itself and its affiliates;

•

separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates;

•

regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them;

•

insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and

•

regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund.

The Investment Manager and Ameriprise Financial have adopted various policies and procedures that are intended to identify, monitor and address conflicts of interest. However, there is no assurance that these policies, procedures and disclosures will be effective.

Additional information about Ameriprise Financial and the types of conflicts of interest and other matters referenced above is set forth in the Investment Advisory and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest section of the SAI, which is identified by the icon. Investors in the Columbia Funds should carefully review these disclosures and consult with their financial advisor if they have any questions.

Certain Legal Matters

Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Fund is not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Fund. Information regarding certain pending and settled legal proceedings may be found in the Fund’s shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the SEC on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov.

About Class A Shares

Description of the Share Class

The Fund’s primary service providers are referred to as follows: Columbia Management or the Investment Manager refers to Columbia Management Investment Advisers, LLC, the Transfer Agent refers to Columbia Management Investment Services Corp. and the Distributor refers to Columbia Management Investment Distributors, Inc. The Fund, together with other funds managed by Columbia Management offered only through wrap programs sponsored and/or managed by Ameriprise Financial or its affiliates, are referred to as the Active Portfolio Funds. The Active Portfolio Funds, together with the other Columbia Funds, are referred to as the Funds.

Funds Contact Information

Additional information about the Funds can be obtained at columbiamanagement.com,* by calling toll-free 800.345.6611, or by writing (regular mail) to Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081 or (express mail) Columbia Management Investment Services Corp., c/o Boston Financial, 30 Dan Road, Suite 8081, Canton, MA 02021-2809.

*	The website references in this prospectus are intended to be inactive textual references and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.

FUNDamentals ^TM

Selling and/or Servicing Agents

The terms “selling agent” and “servicing agent” refer to the financial intermediaries that are authorized to sell shares of the Fund. Selling and/or servicing agents (collectively, selling agents) include broker-dealers and financial advisors as well as firms that employ such broker-dealers and financial advisors, including, for example, brokerage firms, banks, investment advisors, third party administrators and other financial intermediaries, including Ameriprise Financial and its affiliates.

Share Class Features

The Fund offers its only class of shares in this prospectus. The following summarizes the primary features of the Class A shares offered by this prospectus. Contact your financial advisor or Columbia Funds for more information about the Fund’s Class A shares.

Eligible

Investors

and Minimum

Initial

Investments ^(a)

Investment

Limits

Conversion

Features

Front-End

Sales

Charges

Contingent

Deferred

Sales

Charges

(CDSCs)

Maximum

Distribution

and Service

(12b-1)

Fees

Non 12b-1

Service

Fees

Class A shares of the Fund are available only through certain wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates. Eligible investors are subject to a minimum initial investment requirement of $500.

none

0.25% distribution and/

or service fees

none

^(a)	See Buying, Selling and Exchanging Shares – Transaction Rules and Policies for more details on the eligible investors and minimum initial and subsequent investment and account balance requirements.

Distribution and Service Fees

The Board has approved, and the Active Portfolio Funds have adopted, distribution and/or shareholder service plans which set the distribution and/or service fees that are periodically deducted from Fund assets. These fees are calculated daily, may vary by share class and are intended to compensate the Distributor and/or eligible selling agents for selling shares of the Fund and providing services to shareholders. Because the fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time.

The table below shows the maximum annual distribution and/or service fees (as an annual % of average daily net assets) and the combined amount of such fees applicable to Class A shares:


	Distribution Fee			Service Fee			Combined Total
Class A		up to 0.25	%		up to 0.25	%		0.25	%

The distribution and/or shareholder service fees for Class A shares may be subject to the requirements of Rule 12b-1 under the 1940 Act, and are used by the Distributor to make payments, or to reimburse the Distributor for certain expenses it incurs, in connection with distributing the Fund’s shares and/or directly or indirectly providing services to Fund shareholders. These payments or expenses include providing distribution and/or shareholder service fees to selling agents that sell shares of the Fund or provide services to Fund shareholders. The Distributor may retain these fees otherwise payable to selling agents if the amounts due are below an amount determined by the Distributor in its discretion.

The Distributor begins to pay these fees immediately after purchase. Selling agents may compensate their financial advisors with the shareholder service and distribution fees paid to them by the Distributor.

If you maintain shares of the Fund directly with the Fund, without working directly with a financial advisor or selling agent, distribution and service fees may be retained by the Distributor as payment or reimbursement for incurring certain distribution and shareholder service related expenses.

Over time, these distribution and/or shareholder service fees will reduce the return on your investment and may cost you more than paying other types of sales charges. The Fund will pay these fees to the Distributor and/or to eligible selling agents for as long as the distribution and/or shareholder servicing plans continue in effect. The Fund may reduce or discontinue payments at any time. Your selling agent may also charge you other additional fees for providing services to your account, which may be different from those described here.

Selling Agent Compensation

The Distributor and the Investment Manager make payments, from their own resources, to selling agents, including other Ameriprise Financial affiliates, for marketing/sales support services relating to the Funds. Such payments are generally based upon one or more of the following factors: average net assets of the Funds sold by the Distributor attributable to that intermediary, gross sales of the Funds distributed by the Distributor attributable to that intermediary, reimbursement of ticket charges (fees that a selling agent charges its representatives for effecting transactions in Fund shares) or a negotiated lump sum payment. While the financial arrangements may vary for each intermediary, the support payments to any one intermediary are generally between 0.05% and 0.50% on an annual basis for payments based on average net assets of the Fund attributable to the intermediary, and between 0.05% and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Funds attributable to the intermediary.

The Distributor and the Investment Manager may make payments in larger amounts or on a basis other than those described above when dealing with certain selling agents, including certain affiliates of Bank of America Corporation (Bank of America). Such increased payments may enable such selling agents to offset credits that they may provide to customers.

The Distributor, the Transfer Agent and the Investment Manager may also make payments to selling agents, including other Ameriprise Financial affiliates, that provide shareholder services to retirement plans and other investment programs to compensate those selling agents for services they provide to such programs, including, but not limited to, sub-accounting, sub-transfer agency, similar shareholder or participant recordkeeping, shareholder or participant reporting, or shareholder or participant transaction processing.

These payments for shareholder servicing support vary by selling agent but generally are not expected, with certain limited exceptions, to exceed 0.40% of the average aggregate value of the Fund’s shares in any intermediary’s program on an annual basis for those classes of shares that pay a service fee pursuant to a plan under Rule 12b-1 under the 1940 Act, and 0.45% of the average aggregate value of the Fund’s shares in any intermediary’s program on an annual basis for those classes of shares that do not pay a service fee pursuant to a plan under Rule 12b-1 under the 1940 Act.

For all classes other than Class Y shares, the Funds may reimburse the Transfer Agent for amounts paid to selling agents that maintain assets in omnibus accounts, subject to an annual cap that varies among Funds. Generally, the annual cap for each Fund (other than the Columbia Acorn Funds) is 0.20% of the average aggregate value of the Fund’s shares maintained in each such account for selling agents that seek payment by the Transfer Agent based on a percentage of net assets. Please see the SAI for additional information. The amounts in excess of that reimbursed by the Fund are borne by the Distributor or the Investment Manager. The Distributor and the Investment Manager may make other payments or allow promotional incentives to broker-dealers to the extent permitted by SEC and Financial Industry Regulatory Authority (FINRA) rules and by other applicable laws and regulations.

Amounts paid by the Distributor and the Investment Manager and their affiliates are paid out of the Distributor’s and the Investment Manager’s own resources and do not increase the amount paid by you or the Fund. You can find further details in the SAI about the payments made by the Distributor and the Investment Manager and their affiliates, as well as a list of the selling agents, including Ameriprise Financial affiliates, to which the Distributor and the Investment Manager have agreed to make marketing support payments. Your selling agent may charge you fees and commissions in addition to those described in the prospectus. You should consult with your selling agent and review carefully any disclosure your selling agent provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a selling agent and its financial advisors may have a financial incentive for recommending the Fund or a particular share class over others.

Buying, Selling and Exchanging Shares

Share Price Determination

The price you pay or receive when you buy, sell or exchange shares is the Fund’s next determined net asset value (or NAV) per share. The Fund calculates the net asset value per share of the Fund at the end of each business day.

FUNDamentals ^TM

NAV Calculation

The Fund calculates its NAV as follows:

NAV

(Value of assets of the share class)

— (Liabilities of the share class)

Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

A business day is any day that the New York Stock Exchange (NYSE) is open. A business day ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE closes early, the business day ends as of the time the NYSE closes. On holidays and other days when the NYSE is closed, the Fund’s NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund’s assets may still be affected on such days to the extent that the Fund holds foreign securities that trade on days that foreign securities markets are open.

Equity securities are valued primarily on the basis of market quotations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily on the basis of indicative bids, fixed-income investments maturing in 60 days or less are valued primarily using the amortized cost method and those maturing in excess of 60 days are valued at the readily available market price, if available. Investments in other open-end funds are valued at their NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the Fund’s Board. For money market Funds, the Fund’s investments are valued at amortized cost, which approximates market value.

If a market price isn’t readily available or is deemed not to reflect market value, the Fund will determine the price of the security held by the Fund based on a determination of the security’s fair value pursuant to a policy approved by the Fund’s Board. In addition, the Fund may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund’s share price is calculated. Foreign exchanges typically close before the time at which Fund share prices are calculated, and may be closed altogether on some days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security’s market price is readily available and reflective of market value and, if not, the fair value of the security.

To the extent the Fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may be used more frequently than for other funds. Fair valuation may have the effect of reducing stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, when the Fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of fair valuation may cause the Fund’s performance to diverge to a greater degree from the performance of various benchmarks used to compare the Fund’s performance because benchmarks generally do not use fair valuation techniques. Because of the judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The Fund has retained one or more independent fair valuation pricing services to assist in the fair valuation process for foreign securities.

Transaction Rules and Policies

The Fund, the Distributor or the Transfer Agent may refuse any order to buy or exchange shares. If this happens, the Fund will return any money it received, but no interest will be paid on that money.

Order Processing

Orders to buy, sell or exchange Fund shares are processed on business days. Orders can be made by mail, by telephone or online. Orders received in “good form” by the Transfer Agent or your selling agent before the end of a business day are priced at the Fund’s NAV per share on that day. Orders received after the end of a business day will receive the next business day’s NAV per share. The market value of the Fund’s investments may change between the time you submit your order and the time the Fund next calculates its NAV per share. The business day that applies to your order is also called the trade date.

“Good Form”

An order is in “good form” if the Transfer Agent or your selling agent has all of the information and documentation it deems necessary to effect your order. For example, when you sell shares by letter of instruction, “good form” means that your letter has (i) complete instructions and the signatures of all account owners, (ii) a Medallion Signature Guarantee (as described below) for amounts greater than $100,000 and (iii) any other required documents completed and attached. For the documents required for sales by corporations, agents, fiduciaries, surviving joint owners and other legal entities, call 800.345.6611.

Medallion Signature Guarantees

A Medallion Signature Guarantee helps assure that a signature is genuine and not a forgery. The selling agent providing the Medallion Signature Guarantee is financially liable for the transaction if the signature is a forgery.

A Medallion Signature Guarantee is required if:

•

The amount is greater than $100,000.

•

You want your check made payable to someone other than the registered account owner(s).

•

Your address of record has changed within the last 30 days.

•

You want the check mailed to an address other than the address of record.

•

You want the proceeds sent to a bank account not on file.

•

You are the beneficiary of the account and the account owner is deceased (additional documents may be required).

Customer Identification Program

Federal law requires the Fund to obtain and record specific personal information to verify your identity when you open an account. This information may include your name, address, date of birth (for individuals) and taxpayer or other government issued

identification (e.g., social security number (SSN) or other taxpayer identification number (TIN)). If you fail to provide the requested information, the Fund may need to delay the date of your purchase or may be unable to open your account, which may result in a return of your investment monies. In addition, if the Fund is unable to verify your identity after your account is open, the Fund reserves the right to close your account or take other steps as deemed reasonable. The Fund will not be liable for any loss resulting from any purchase delay, application rejection or account closure due to a failure to provide proper identifying information.

Small Account Policy—Broker-Dealer and Wrap Fee Accounts

The Funds may automatically redeem at any time broker-dealer networked accounts and wrap fee accounts that have account balances of $20 or less or have less than one share.

Information Sharing Agreements

As required by Rule 22c-2 under the 1940 Act, the Funds or certain of their service providers will enter into information sharing agreements with selling agents, including participating life insurance companies and selling agents that sponsor or offer retirement plans through which shares of the Funds are made available for purchase. Pursuant to Rule 22c-2, selling agents are required, upon request, to: (i) provide shareholder account and transaction information and (ii) execute instructions from the Fund to restrict or prohibit further purchases of Fund shares by shareholders who have been identified by the Fund as having engaged in transactions that violate the Fund’s excessive trading policies and procedures. For more information, see Buying, Selling and Exchanging Shares – Excessive Trading Practices .

Excessive Trading Practices Policy of Non-Money Market Funds

Right to Reject or Restrict Share Transaction Orders – The Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures). The Fund discourages and does not accommodate excessive trading.

The Fund reserves the right to reject, without any prior notice, any buy or exchange order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Fund may in its discretion restrict or reject a buy or exchange order even if the transaction is not subject to the specific exchange limitation described below if the Fund or its agents determine that accepting the order could interfere with efficient management of the Fund’s portfolio or is otherwise contrary to the Fund’s best interests. The Excessive Trading Policies and Procedures apply equally to buy or exchange transactions communicated directly to the Transfer Agent and to those received by selling agents.

Specific Buying and Exchanging Limitations – If a Fund detects that an investor has made two “material round trips” in any 28-day period, it will generally reject the investor’s future buy orders, including exchange buy orders, involving any Fund.

For these purposes, a “round trip” is a purchase or exchange into the Fund followed by a sale or exchange out of the Fund, or a sale or exchange out of the Fund followed by a purchase or exchange into the Fund. A “material” round trip is one that is deemed by the Fund to be material in terms of its amount or its potential detrimental impact on the Fund. Independent of this limit, the Fund may, in its discretion, reject future buy orders by any person, group or account that appears to have engaged in any type of excessive trading activity.

These limits generally do not apply to automated transactions or transactions by registered investment companies that invest in the Fund using a “fund-of-funds” structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or

rescinded for accounts held by certain retirement plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974 or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common ownership or control generally will be counted together, but accounts maintained or managed by a common intermediary generally will not be considered to be under common ownership or control. The Fund retains the right to modify these restrictions at any time without prior notice to shareholders.

Limitations on the Ability to Detect and Prevent Excessive Trading Practices – The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives buy, sell and exchange orders through selling agents, and cannot always know of or reasonably detect excessive trading that may be facilitated by selling agents or by the use of the omnibus account arrangements they offer. Omnibus account arrangements are common forms of holding shares of mutual funds, particularly among certain selling agents such as broker-dealers, retirement plans and variable insurance products. These arrangements often permit selling agents to aggregate their clients’ transactions and accounts, and in these circumstances, the identity of the shareholders is often not known to the Fund.

Some selling agents apply their own restrictions or policies to underlying investor accounts, which may be more or less restrictive than those described here. This may impact the Fund’s ability to curtail excessive trading, even where it is identified. For these and other reasons, it is possible that excessive trading may occur despite the Fund’s efforts to detect and prevent it.

Although these restrictions and policies involve judgments that are inherently subjective and may involve some selectivity in their application, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders in making any such judgments.

Risks of Excessive Trading – Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:

•

negative impact on the Fund’s performance;

•

potential dilution of the value of the Fund’s shares;

•

interference with the efficient management of the Fund’s portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;

•

losses on the sale of investments resulting from the need to sell securities at less favorable prices;

•

increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and

•

increased brokerage and administrative costs.

To the extent that the Fund invests significantly in foreign securities traded on markets that close before the Fund’s valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the Fund’s valuation time that influence the value of foreign securities, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of foreign securities as of the Fund’s valuation time. This is often referred to as price arbitrage. The Fund has adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the Fund believes to be the fair value of those securities as of its valuation time. To the extent the adjustments don’t work fully, investors engaging in price arbitrage may cause dilution in the value of the Fund’s shares held by other shareholders.

Similarly, to the extent that the Fund invests significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Fund’s portfolio to a greater degree than would be the case for mutual funds that invest in highly liquid securities, in part because the Fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also

cause dilution in the value of Fund shares held by other shareholders.

Buying Shares

Eligible Investors

Fund shares are available only to certain eligible investors through certain wrap fee programs (Ameriprise Active Portfolios ^® ) sponsored and/or managed by Ameriprise Financial or its affiliates.

Minimum Initial Investments and Account Balances

There is a $500 minimum initial and no additional investment for the Fund’s shares.

If you unwrap your Ameriprise brokerage account, you may continue to hold, but not purchase additional shares of, the Active Portfolio Funds. However, if you transfer your brokerage account to another broker-dealer, your holdings in Active Portfolio Funds are not transferable. You may liquidate your Active Portfolio Fund holdings or continue to hold them in your Ameriprise brokerage account.

Each Active Portfolio Fund reserves the right to modify its minimum investment and related requirements at any time, with or without prior notice.

Opening an Account and Placing Orders

We encourage you to consult with a financial advisor who can help you with your investment decisions and who can help you open an account. Once you have an account, you can buy, sell and exchange shares by contacting your financial advisor who will send your order to the Transfer Agent or your selling agent. As described below, once you have an account you can also communicate your orders directly to the Transfer Agent by mail, by telephone or online.

The Funds are generally available directly and through broker-dealers, banks and other selling agents or institutions, and through certain qualified and non-qualified plans, wrap fee products or other investment products sponsored by selling agents.

Not all selling agents offer the Funds and certain selling agents that offer the Funds may not offer all Funds on all investment platforms or programs. Please consult with your financial advisor to determine the availability of the Funds. If you set up an account at a selling agent that does not have, and is unable to obtain, a selling agreement with the Distributor, you will not be able to transfer Fund holdings to that account. In that event, you must either maintain your Fund holdings with your current selling agent, find another selling agent with a selling agreement, or sell your Fund shares, paying any applicable CDSC. Please be aware that transactions in taxable accounts are taxable events and may result in income tax liability.

Selling agents that offer the Funds may charge you additional fees for the services they provide and they may have different policies that are not described in this prospectus. Some policy differences may include different minimum investment amounts, exchange privileges, Fund choices and cutoff times for investments. Additionally, recordkeeping, transaction processing and payments of distributions relating to your account may be performed by the selling agents through which your shares of the Fund are held. Since the Fund (and its service providers) may not have a record of your account transactions, you should always contact the financial advisor employed by the selling agent through which you purchased or at which you maintain your shares of the Fund to make changes to your account or to give instructions concerning your account, or to obtain information about your account. The Fund and its service providers, including the Distributor and the Transfer Agent, are not responsible for the failure of one of these selling agents to carry out its obligations to its customers.

The Fund may engage selling agents to receive purchase orders and exchange (and sale) orders on its behalf. Accounts established directly with the Fund will be serviced by the Transfer Agent. The Funds, the Transfer Agent and the Distributor do not provide investment advice.

Other Purchase Rules You Should Know

•

Once the Transfer Agent or your selling agent receives your buy order in “good form,” your purchase will be made at the next calculated public offering price per share, which is the net asset value per share plus any sales charge that applies.

•

You generally buy Class A shares of Active Portfolio Funds at net asset value per share because no front-end sales charge applies to purchases of Class A shares of Active Portfolio Funds.

•

The Distributor and the Transfer Agent reserve the right to cancel your order if the Fund doesn’t receive payment within three business days of receiving your buy order. The Fund will return any payment received for orders that have been cancelled, but no interest will be paid on that money.

•

Selling agents are responsible for sending your buy orders to the Transfer Agent and ensuring that we receive your money on time.

•

Shares bought are recorded on the books of the Fund. The Fund doesn’t issue certificates.

Selling Shares

When you sell your shares, the Fund is effectively buying them back from you. This is called a redemption. You may sell your shares at any time. The payment will be sent within seven days after your request is received in good form. When you sell shares, the amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good form.

Active Portfolio Funds are sold through wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates. For detailed rules regarding the sale of shares of these Funds, contact your selling agent.

Other Redemption Rules You Should Know

•

Once the Transfer Agent or your selling agent receives your sell order in “good form,” your shares will be sold at the next calculated NAV per share.

•

If you sell your shares directly through the Funds, we will normally send the sale proceeds by mail or electronically transfer them to your bank account within three business days after the Transfer Agent or your selling agent receives your order in “good form.”

•

If you sell your shares through a selling agent, the Funds will normally send the sale proceeds by Fedwire within three business days after the Transfer Agent or your selling agent receives your order in “good form.”

•

If you paid for your shares by check or from your bank account as an Automated Clearing House (ACH) transaction, the Funds will hold the sale proceeds when you sell those shares for a period of time after the trade date of the purchase.

•

No interest will be paid on uncashed redemption checks.

•

The Funds can delay payment of the redemption proceeds for up to seven days and may suspend redemptions and/or further postpone payment of redemption proceeds when the NYSE is closed or during emergency circumstances as determined by the SEC.

•

Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator.

•

The Fund reserves the right to redeem your shares if your account falls below the Fund’s minimum initial investment requirement.

Exchanging Shares

You can generally sell shares of an Active Portfolio Fund to buy shares of another Active Portfolio Fund, in what is called an exchange. You should read the prospectus of, and make sure you understand the investment objective, principal investment strategies, risks, fees and expenses of, the Fund into which you are exchanging. Please contact your selling agent for more information.

Other Exchange Rules You Should Know

•

Exchanges are made at the NAV next calculated after your exchange order is received in good form.

•

Once the Fund receives your exchange request, you cannot cancel it after the market closes.

•

The rules for buying shares of a Fund generally apply to exchanges into that Fund, including, if your exchange creates a new Fund account, it must satisfy the minimum investment amount, unless a waiver applies.

•

Shares of the purchased Fund may not be used on the same day for another exchange or sale.

•

Class A shares of an Active Portfolio Fund may be exchanged for Class A shares of another Active Portfolio Fund.

•

You may make exchanges only into a Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your selling agent for more information.

•

You generally may make an exchange only into a Fund that is accepting investments.

•

The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation).

•

Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Fund is a taxable event, and you may recognize a gain or loss for tax purposes.

•

You may only exchange shares of an Active Portfolio Fund for shares of another Columbia Fund if the other Columbia Fund is an Active Portfolio Fund.

You may exchange or sell shares by having your selling agent process your transaction. If you maintain your account directly with your selling agent, you must contact that agent to exchange or sell shares of the Fund. If your account was established directly with the Fund, there are a variety of methods you may use to exchange or sell shares of the Fund.

In-Kind Distributions

The Fund reserves the right to honor sell orders with in-kind distributions of portfolio securities instead of cash. In the event the Fund makes such an in-kind distribution, you may incur the brokerage and transaction costs associated with converting the portfolio securities you receive into cash. Also, the portfolio securities you receive may increase or decrease in value before you convert them into cash.

Distributions and Taxes

Distributions to Shareholders

A mutual fund can make money two ways:

•

It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.

•

A mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than it originally paid. Capital gains are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term gains) or more than one year (long-term gains).

FUNDamentals ^TM

Distributions

Mutual funds make payments of fund earnings to shareholders, distributing them among all shareholders of the fund. As a shareholder, you are entitled to your portion of a fund’s distributed income, including capital gains.

Reinvesting your distributions buys you more shares of a fund – which lets you take advantage of the potential for compound growth. Putting the money you earn back into your investment means it, in turn, may earn even more money. Over time, the power of compounding has the potential to significantly increase the value of your investment. There is no assurance, however, that you’ll earn more money if you reinvest your distributions rather than receive them in cash.

The Fund intends to pay out, in the form of distributions to shareholders, a sufficient amount of its income and gains so that the Fund will qualify for treatment as a regulated investment company and generally will not have to pay any federal excise tax. The Fund generally intends to distribute any net realized capital gain (whether long-term or short-term gain) at least once a year. Normally, the Fund will declare and pay distributions of net investment income according to the following schedule:

Declaration and Distribution Schedule


Declarations		quarterly
Distributions		quarterly

The Fund may, however, declare or pay distributions of net investment income more frequently.

Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.

The Fund will automatically reinvest distributions in additional shares of the same share class of the Fund unless you inform us you want to receive your distributions in cash (the selling agent through which you purchased shares may have different policies). You can do this by contacting the Fund at the address on the back cover, or by calling us at 800.345.6611. No sales charges apply to the purchase or sale of such shares.

For accounts held directly with the Fund, distributions of $10 or less will automatically be reinvested in additional Fund shares only. If you elect to receive distributions by check and the check is returned as undeliverable, all subsequent distributions will be reinvested in additional shares of the Fund.

Unless you are a tax-exempt investor or holding Fund shares through a tax-advantaged account (such as a 401(k) plan or IRA), you should consider avoiding buying Fund shares shortly before the Fund makes a distribution (other than distributions of net

investment income that are declared daily) of net investment income or net realized capital gain, because doing so can cost you money in taxes to the extent the distribution consists of taxable income or gains. This is because you will, in effect, receive part of your purchase price back in the distribution. This is known as “buying a dividend.” To avoid “buying a dividend,” check the Fund’s distribution schedule, which is available at the Funds’ website and/or by calling us at 800.345.6611, before you invest.

If you buy shares of the Fund when it holds securities with unrealized capital gain, you may, in effect, receive part of your purchase price back if and when the Fund sells those securities and distributes any net realized capital gain. Any such distribution is generally subject to tax. The Fund may have, or may build up over time, high levels of unrealized capital gain. If you buy shares of the Fund when it has capital loss carryforwards, the Fund may have the ability to offset capital gains realized by the Fund that otherwise would have been distributed to shareholders. These losses may be subject to certain limitations.

Taxes and Your Investment

You should be aware of the following considerations applicable to all Funds (unless otherwise noted):

•

The Fund intends to qualify each year as a regulated investment company. A regulated investment company generally is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund’s failure to qualify as a regulated investment company would result in Fund level taxation, and consequently, a reduction in income available for distribution to you. For tax-exempt Funds: In addition, any dividends of net tax-exempt income would no longer be exempt from U.S. federal income tax and, instead, in general, would be taxable to you as ordinary income.

•

Distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares.

•

Distributions of the Fund’s ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund’s net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares.

•

From time to time, a distribution from the Fund could constitute a return of capital, which is not taxable to you so long as the amount of the distribution does not exceed your tax basis in your Fund shares. A return of capital reduces your tax basis in your Fund shares, with any amounts exceeding such basis generally taxable as capital gain.

•

For taxable fixed income Funds: The Fund expects that distributions will consist primarily of ordinary income.

•

For taxable years beginning on or before December 31, 2012, if you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income” taxable at the lower net long-term capital gain rates described below. Qualified dividend income is income attributable to the Fund’s dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. The special tax treatment of qualified dividend income and the reduced tax rates applicable to long-term capital gain (described below) will expire for taxable years beginning on or after January 1, 2013, unless Congress enacts legislation providing otherwise. For taxable fixed income and tax-exempt Funds: The Fund does not expect a significant portion of Fund distributions to be qualified dividend income.

•

For taxable years beginning on or before December 31, 2012, generally the top individual U.S. federal income tax rate on net long-term capital gain (and qualified dividend income) has been reduced to 15% (0% for individuals in the 10% and 15% Federal income tax brackets).

•

Effective for taxable years beginning on or after January 1, 2013, certain high-income individuals (as well as estates and trusts) will be subject to a new 3.8% Medicare contribution tax. For individuals, the 3.8% tax will apply to the lesser of (1) the amount (if any) by which the taxpayer’s modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer’s “net investment income.” Net investment income generally includes for this purpose dividends, including any capital gain dividends, paid by the Fund, and net capital gains recognized on the sale, redemption or exchange of shares of the Fund. For tax-exempt Funds: Exempt interest dividends are not included in net investment income for this purpose, and are therefore not subject to

the Medicare contribution tax.

•

Certain derivative instruments when held in a Fund’s portfolio subject the Fund to special tax rules, the effect of which may be to, among other things, accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund portfolio securities, or convert capital gains into ordinary income, short-term capital losses into long-term capital losses or long-term capital gains into short-term capital gains. These rules could therefore affect the amount, timing and/or character of distributions to shareholders. For tax-exempt Funds: Derivative instruments held by a Fund may also generate taxable income to the Fund.

•

Certain Funds may purchase or sell (write) options, as described further in the SAI. In general, option premiums which may be received by the Fund are not immediately included in the income of the Fund. Instead, such premiums are taken into account when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option. If an option written by a Fund is exercised and such Fund sells or delivers the underlying security, the Fund generally will recognize capital gain or loss equal to (a) the sum of the exercise price and the option premium received by the Fund minus (b) the Fund’s basis in the security. Such capital gain or loss generally will be short-term or long-term depending upon the holding period of the underlying security. Capital gains or losses with respect to any termination of a Fund’s obligation under an option other than through the exercise of the option and the related sale or delivery of the underlying security generally will be short-term gains or losses. Thus, for example, if an option written by a Fund expires unexercised, such Fund generally will recognize short-term capital gains equal to the premium received.

•

If at the end of the taxable year more than 50% of the value of the Fund’s assets consists of securities of foreign corporations, and the Fund makes a special election, you will generally be required to include in your income for U.S. federal income tax purposes your share of the qualifying foreign income taxes paid by the Fund in respect of its foreign portfolio securities. You may be able to claim an offsetting foreign tax credit or deduction in respect of this amount, subject to certain limitations. There is no assurance that the Fund will make this election for a taxable year, even if it is eligible to do so.

•

For tax-exempt Funds: The Fund expects that distributions will consist primarily of exempt interest dividends. Distributions of the Fund’s net interest income from tax-exempt securities generally are not subject to U.S. federal income tax, but may be subject to state and local income and other taxes, as well as federal and state alternative minimum tax. Similarly, distributions of interest income that is exempt from state and local income taxes of a particular state may be subject to other taxes, including income taxes of other states, and federal and state alternative minimum tax. The Fund may invest a portion of its assets in securities that generate income that is not exempt from federal or state income tax. Distributions by the Fund of this income generally are taxable to you as ordinary income. Distributions of capital gains realized by the Fund, including those generated from the sale or exchange of tax-exempt securities, generally also are taxable to you. Distributions of the Fund’s net short-term capital gain, if any, generally are taxable to you as ordinary income.

•

A sale, redemption or exchange of Fund shares is a taxable event. This includes redemptions where you are paid in securities. Your sales, redemptions and exchanges of Fund shares (including those paid in securities) usually will result in a taxable capital gain or loss to you, equal to the difference between the amount you receive for your shares (or are deemed to have received in the case of exchanges) and the amount you paid (or are deemed to have paid in the case of exchanges) for them. Any such capital gain or loss generally will be long-term capital gain or loss if you have held your Fund shares for more than one year at the time of sale or exchange. In certain circumstances, capital losses may be converted from short-term to long-term; in other circumstances, capital losses may be disallowed under the “wash sale” rules.

•

Historically, the Fund has only been required to report to you and the Internal Revenue Service (IRS) gross proceeds on sales, redemptions or exchanges of Fund shares. The Fund is subject to new reporting requirements for shares purchased, including shares purchased through dividend reinvestment, on or after January 1, 2012 and sold, redeemed or exchanged after that date. IRS regulations now generally require the Fund (or your selling agent, if you hold Fund shares through a selling agent) to provide you and the IRS, upon the sale, redemption or exchange of Fund shares, with cost basis information about those shares as well as information about whether any gain or loss is short- or long-term and whether any loss is disallowed under the “wash sale” rules. This reporting is not required for Fund shares held in a retirement or other tax-advantaged account. With respect to Fund shares in accounts held directly with the Fund, the Fund will calculate and report cost basis using the Fund’s default method of average cost, unless you instruct the Fund to use a different calculation method. The Fund will not report cost basis

for shares whose cost basis is uncertain or unknown to the Fund. Please see www.columbiamanagement.com or contact the Fund at 800.345.6611 for more information regarding average cost basis reporting and other available methods for cost basis reporting and how to select or change a particular method or to choose specific shares to sell, redeem or exchange. If you hold Fund shares through a selling agent, you should contact your selling agent to learn about its cost basis reporting default method and the reporting elections available to your account. The Fund does not recommend any particular method of determining cost basis. Please consult your tax advisor to determine which available cost basis method is best for you. When completing your U.S. federal and state income tax returns, carefully review the cost basis and other information provided to you and make any additional basis, holding period or other adjustments that may be required.

•

The Fund is required by federal law to withhold tax on any taxable and possibly tax-exempt distributions and redemption proceeds paid to you (including amounts paid to you in securities and amounts deemed to be paid to you upon an exchange of shares) if: you haven’t provided a correct TIN or haven’t certified to the Fund that withholding doesn’t apply; the IRS has notified us that the TIN listed on your account is incorrect according to its records; or the IRS informs the Fund that you are otherwise subject to backup withholding.

FUNDamentals ^TM

Taxes

The information provided above is only a summary of how U.S. federal income taxes may affect your investment in the Fund. It is not intended as a substitute for careful tax planning. Your investment in the Fund may have other tax implications.

It does not apply to certain types of investors who may be subject to special rules, including foreign or tax-exempt investors or those holding Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA.

Please see the SAI for more detailed tax information. You should consult with your own tax advisor about the particular tax consequences to you of an investment in the Fund, including the effect of any foreign, state and local taxes, and the effect of possible changes in applicable tax laws.

Financial Highlights

Because Class A shares of the Fund have not commenced operations as of the date of this prospectus, no financial highlights are provided for this share class.

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Columbia Active Portfolios ^® —Select Large Cap Growth Fund

Class A Shares

Prospectus March 14, 2012

Additional Information About the Fund

Additional information about the Fund’s investments will be available in the Fund’s annual and semi-annual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The SAI also provides additional information about the Fund and its policies. The SAI, which has been filed with the SEC, is legally part of this prospectus (incorporated by reference). To obtain these documents free of charge, to request other information about the Fund and to make shareholder inquiries contact Columbia Funds as follows:


By Mail:		Columbia Funds c/o Columbia Management Investment Services Corp. P.O. Box 8081 Boston, MA 02266-8081

By Telephone:		800.345.6611

Online:		www.columbiamanagement.com

Shareholder Communications with the Board

The Fund’s Board of Trustees has adopted procedures by which shareholders may communicate with the Board. Shareholders who wish to communicate with the Board should send their written communications to the Board by mail, c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32-05228, Boston, MA 02110, Attention: Secretary. Shareholder communications must (i) be in writing, (ii) identify the Columbia Fund to which the communication relates and (iii) state the particular class and number of shares held by the communicating shareholder.

Information Provided by the SEC

You can review and copy information about the Fund (including this prospectus, the SAI and shareholder reports) at the SEC’s Public Reference Room in Washington, DC. To find out more about the operation of the Public Reference Room, call the SEC at 202.551.8090. Reports and other information about the Fund are also available in the EDGAR Database on the SEC’s website at http://www.sec.gov. You can receive copies of this information, for a fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.

For purposes of any electronic version of this prospectus, all references to websites, or universal resource locators (URLs), are intended to be inactive and are not meant to incorporate the contents of any website into this prospectus.

FUNDamentals™ is a trademark of Ameriprise Financial.

The investment company registration number of Columbia Funds Series Trust I, of which the Fund is a series, is 811-04367.

225 Franklin Street, Boston, MA 02110

800.345.6611 www.columbiamanagement.com

C-1851-99 A (3/12)

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Active Portfolios ^® Multi-Manager Core Plus Bond Fund

Prospectus March 14, 2012


Class		Ticker Symbol
Class A Shares*		CMCPX

*	Class A shares of the Active Portfolio Funds are offered only to certain eligible investors through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates.

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Table of Contents


Active Portfolios ^® Multi-Manager Core Plus Bond Fund			3

Investment Objective			3

Fees and Expenses of the Fund			3

Principal Investment Strategies			5

Principal Risks			7

Performance Information			11

Investment Adviser and Portfolio Manager(s)			12

Purchase and Sale of Fund Shares			12

Tax Information			13

Payments to Broker-Dealers and Other Financial Intermediaries			13

Additional Investment Strategies and Policies			14

Management of the Fund			17

Primary Service Providers			17

Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest			21

Certain Legal Matters			21

About Class A Shares			22

Description of the Share Class			22

Distribution and Service Fees			24

Selling Agent Compensation			25

Buying, Selling and Exchanging Shares			26

Share Price Determination			26

Transaction Rules and Policies			27

Opening an Account and Placing Orders			30

Distributions and Taxes			33

Financial Highlights			37

Icons Guide

Investment Objective

Fees and Expenses of the Fund

Principal Investment Strategies

Principal Risks

Performance Information

Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest

Active Portfolios ^® Multi-Manager Core Plus Bond Fund

Investment Objective

The Fund seeks total return, consisting of capital appreciation and current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)


	Class A Shares
Maximum sales charge (load) imposed on purchases, as a % of offering price		N/A
Maximum deferred sales charge (load) imposed on redemptions, as a % of the lower of the original purchase price or net asset value		N/A

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class A Shares
Management fees		0.47	%
Distribution and/or service (Rule 12b-1) fees		0.25	%
Other expenses ^(a)		0.28	%
Total annual Fund operating expenses		1.00	%
Fee waivers and/or reimbursements ^(b)		-0.16	%
Total annual Fund operating expenses after fee waivers and/or reimbursements		0.84	%

^(a)	Other expenses are based on estimated amounts for the Fund’s current fiscal year.

^(b)

Columbia Management Investment Advisers, LLC (the Investment Manager) and certain of its affiliates have contractually agreed to waive fees and/or to reimburse expenses (excluding certain fees and expenses, such as transaction costs and certain other investment related expenses, interest, taxes, acquired fund fees and expenses, and extraordinary expenses) until December 31, 2014 unless sooner terminated at the sole discretion of the Fund’s Board of Trustees. Under this agreement, the Fund’s net operating expenses, subject to applicable exclusions, will not exceed the annual rate of 0.84% for Class A.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:

•

you invest $10,000 in Class A shares of the Fund for the periods indicated,

•

your investment has a 5% return each year, and

•

the Fund’s total annual operating expenses remain the same as shown in the table above.

Since the waivers and/or reimbursements shown in the Annual Fund Operating Expenses table above expire on December 31, 2014, they are only reflected in the 1 year example and the first two years of the 3 year example.

Based on the assumptions listed above, your costs would be:


	1 year		3 years
Class A Shares	$	86	$	286

Remember this is an example only. Your actual costs may be higher or lower.

Portfolio Turnover

Principal Investment Strategies

The Fund is a diversified fund that pursues its investment objective by allocating the Fund’s assets among different asset managers that use multiple investment styles to invest in bonds and other debt securities. The Fund’s investment manager, Columbia Management Investment Advisers, LLC (Columbia Management or the Investment Manager), and investment subadvisers (Subadvisers) each provide day-to-day management for a portion of the Fund’s assets, or sleeve of the Fund. Columbia Management and the Subadvisers employ different investment styles and processes that, in the aggregate, are designed to complement the strategies of one another in pursuit of the Fund’s investment objective.

Columbia Management is responsible for providing day-to-day portfolio management of a sleeve of the Fund and is also responsible for oversight of the Fund’s Subadvisers. The Subadvisers are Federated Investment Management Company (Federated) and TCW Investment Management Company (TCW). Columbia Management, subject to the oversight of the Fund’s Board of Trustees, determines the allocation of the Fund’s assets to each sleeve, and may change these allocations at any time. Columbia Management and the Subadvisers act independently of each other and use their own methodologies for selecting investments.

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in bonds and other debt securities, including debt securities issued by the U.S. Government, its agencies, instrumentalities or sponsored corporations, debt securities issued by corporations, mortgage- and other asset-backed securities and dollar-denominated securities issued by foreign governments, companies or other entities and bank loans and other obligations. The Fund invests at least 60% of its net assets in debt securities that, at the time of purchase, are rated in at least one of the three highest rating categories or are unrated securities determined by Columbia Management or the applicable Subadviser to be of comparable quality. The Fund may invest up to 20% of its net assets in securities that, at the time of purchase, are rated below investment grade (commonly referred to as “high yield securities” or “junk bonds”) or in unrated securities determined by Columbia Management or the applicable Subadviser to be of comparable quality. The Fund also may participate in mortgage dollar rolls in an amount up to the Fund’s then current position in mortgage-backed securities. The Fund may invest in fixed income securities of any maturity and does not seek to maintain a particular dollar-weighted average maturity or duration at the Fund level.

Up to 25% of the Fund’s net assets may be invested in foreign investments, which may include investments in non-U.S. dollar denominated securities, as well as investments in emerging markets securities. In connection with its strategy relating to foreign investments, the Fund may buy or sell foreign currencies in lieu of or in addition to non-dollar denominated fixed-income securities in order to increase or decrease its exposure to foreign interest rate and/or currency markets.

The Fund may invest in derivatives, including futures contracts (including currency, fixed income, index and interest rate futures), forward foreign currency contracts, forward rate agreements, options (including options on currencies, interest rates and swap agreements, which are commonly referred to as swaptions), swap contracts (including swaps on fixed income futures and credit default, cross-currency, and interest rate swaps) and other derivative instruments, including instruments commonly known as mortgage derivatives, such as inverse floaters, and interest-only (IO), principal-only (PO), inverse IO and tiered index bonds. The Fund may use derivatives in an effort to produce incremental earnings, to hedge existing positions, to increase market or credit exposure and investment flexibility (including using the derivative as a substitute for the purchase or sale of the underlying security, currency or other asset), and/or to change the effective duration of the Fund or a sleeve of the Fund. The Fund also may invest in private placements.

Each sleeve manager’s investment strategy may involve the frequent trading of portfolio securities, which may increase brokerage and other transaction costs and have adverse tax consequences.

Columbia Management Sleeve

Columbia Management evaluates a number of factors in identifying investment opportunities and constructing its sleeve of the Fund. The selection of debt obligations is the primary decision in building the investment portfolio.

Columbia Management evaluates a security based on its potential to generate income and/or capital appreciation. Columbia Management considers, among other factors, the creditworthiness of the issuer of the security and the various features of the security, such as its interest rate, yield, maturity, any call features and value relative to other securities.

Columbia Management also considers local, national and global economic conditions, market conditions, interest rate movements and other relevant factors to allocate sleeve assets among issuers, securities, industry sectors and maturities.

Columbia Management may sell a security if it believes that there is deterioration in the issuer’s financial circumstances, or that other investments are more attractive; if there is deterioration in a security’s credit rating; or for other reasons.

Federated Sleeve

Federated seeks to enhance the performance of its sleeve by allocating relatively more assets to a fixed-income sector that Federated expects to offer the best balance between total return and risk and thus offer the greatest potential for return.

Federated utilizes a four-part decision making process. First, Federated lengthens or shortens portfolio duration from time to time based on its interest rate outlook. The greater a portfolio’s average duration, the greater the change in the portfolio’s value in response to a change in market interest rates. Second, Federated strategically positions sleeve assets based on its expectations for changes in the relative yield of similar securities with different maturities (frequently referred to as a “yield curve”). Federated tries to combine individual portfolio securities with different durations to take advantage of relative changes in interest rates. Relative changes in interest rates may occur whenever longer-term interest rates move more, less or in a different direction than shorter-term interest rates. Third, Federated pursues relative value opportunities within the sectors in which the Fund may invest. Finally, Federated selects individual securities within each sector that it believes may outperform a sector-specific benchmark. For example, Federated employs fundamental analysis in an effort to identify those corporate debt securities with the most potential upside within specific credit quality constraints. Similarly, with respect to mortgage-backed securities, Federated utilizes quantitative models to analyze specific characteristics of the underlying mortgage pool and find those securities in the sector it believes are most attractive.

This four-part investment process is designed to capture the depth of experience and focus of each of Federated’s fixed-income sector teams – government, corporate, mortgage-backed, asset-backed, high-yield and international.

Federated may seek to hedge investment returns from securities denominated in foreign currencies. A currency hedge is a transaction intended to remove the influence of currency fluctuations on investment returns.

Federated typically sells securities for one of two reasons: first and foremost, for credit concerns – if Federated believes that the credit will deteriorate more than anticipated by the market; and second, for valuation reasons – if the yield moves inside of other comparable industry issuers and thus represents a lesser risk/reward profile on a total return basis. Federated does not employ or set strict quantitative sell disciplines.

TCW Sleeve

With respect to its sleeve, TCW seeks to enhance the Fund’s performance through the measured and diversified application of five fixed income management strategies: (1) duration management, (2) yield curve positioning, (3) sector allocation, (4) security selection, and (5) opportunistic execution. TCW’s investment philosophy is predicated on a long-term economic outlook, and investments are characterized by diversification among the sectors of the fixed income marketplace. In seeking to identify undervalued securities, TCW focuses on such investment metrics as current yield, potential for price appreciation, position in capital structure via other creditors, yield to maturity, rating, duration, and liquidity. The most important facet of TCW’s portfolio construction process is the application of independent, bottom-up research in an effort to identify securities that are undervalued and that offer a

superior risk/return profile. TCW seeks to control risk through a variety of techniques including diversification, duration constraints, and quantitative scenario analysis. Under normal market conditions, TCW seeks to construct for its sleeve an investment portfolio with a weighted average effective duration of no more than eight years.

TCW may sell portfolio securities when it determines to take advantage of a better investment opportunity because TCW believes that the Fund’s current portfolio securities no longer represent relatively attractive investment opportunities.

Principal Risks

•

Investment Strategy Risk – There is no assurance that the Fund will achieve its investment objective. Investment decisions and strategies may not produce the returns expected, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with similar investment objectives.

•

Interest Rate Risk – Debt securities are subject to interest rate risk. In general, if prevailing interest rates rise, the values of debt securities will tend to fall, and if interest rates fall, the values of debt securities will tend to rise. Changes in the value of a debt security usually will not affect the amount of income the Fund receives from it but may affect the value of the Fund’s shares. Interest rate risk is generally greater for debt securities with longer maturities/durations.

•

Allocation Risk – The Fund uses an asset allocation strategy in pursuit of its investment objective. There is a risk that the Fund’s allocation among asset classes, investments, managers, strategies and/or investment styles will cause the Fund’s shares to lose value or cause the Fund to underperform other funds with similar investment objectives, or that the investments themselves will not produce the returns expected.

•

U.S. Government Obligations Risk – While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Securities guaranteed by the Federal Deposit Insurance Corporation under its Temporary Liquidity Guarantee Program (TLGP) are subject to certain risks, including whether such securities will continue to trade in line with recent experience in relation to treasury and government agency securities in terms of yield spread and the volatility of such spread, as well as uncertainty as to how such securities will trade in the secondary market and whether that market will be liquid or illiquid. The TLGP is subject to change. See ABOUT THE FUNDS’ INVESTMENTS – U.S. Government and Related Obligations in the Statement of Additional Information for more information.

•

Dollar Rolls Risk – Dollar rolls are transactions in which the Fund sells securities to a counterparty and simultaneously agrees to purchase those or similar securities in the future at a predetermined price. Dollar rolls involve the risk that the market value of the securities the Fund is obligated to repurchase may decline below the repurchase price, or that the counterparty may default on its obligations. These transactions may also increase the Fund’s portfolio turnover rate. If the Fund reinvests the proceeds of the security sold, the Fund will also be subject to the risk that the investments purchased with such proceeds will decline in value (a form of leverage risk).

•

Asset-Backed Securities Risk – The value of the Fund’s asset-backed securities may be affected by, among other things, changes in: interest rates, factors concerning the

interests in and structure of the issuer or the originator of the receivables, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements, or the market’s assessment of the quality of underlying assets. Asset-backed securities represent interests in, or are backed by, pools of receivables such as credit card, auto, student and home equity loans. They may also be backed, in turn, by securities backed by these types of loans and others, such as mortgage loans. Asset-backed securities can have a fixed or an adjustable rate. Most asset-backed securities are subject to prepayment risk, which is the possibility that the underlying debt may be refinanced or prepaid prior to maturity during periods of declining or low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of asset-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates tend to extend the duration of asset-backed securities, making them more volatile and more sensitive to changes in interest rates.

•

Mortgage-Backed Securities Risk – The value of the Fund’s mortgage-backed securities may be affected by, among other things, changes or perceived changes in: interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgages, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements, or the market’s assessment of the quality of underlying assets. Mortgage-backed securities represent interests in, or are backed by, pools of mortgages from which payments of interest and principal (net of fees paid to the issuer or guarantor of the securities) are distributed to the holders of the mortgage-backed securities. Mortgage-backed securities can have a fixed or an adjustable rate. Payment of principal and interest on some mortgage-backed securities (but not the market value of the securities themselves) may be guaranteed (i) by the full faith and credit of the U.S. Government (in the case of securities guaranteed by the Government National Mortgage Association) or (ii) by its agencies, authorities, enterprises or instrumentalities (in the case of securities guaranteed by the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)), which are not insured or guaranteed by the U.S. Government (although FNMA and FHLMC may be able to access capital from the U.S. Treasury to meet their obligations under such securities). Mortgage-backed securities issued by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various credit enhancements, such as pool insurance, guarantees issued by governmental entities, letters of credit from a bank or senior/subordinated structures, and may entail greater risk than obligations guaranteed by the U.S. Government, whether or not such obligations are guaranteed by the private issuer. Mortgage-backed securities are subject to prepayment risk, which is the possibility that the underlying mortgage may be refinanced or prepaid prior to maturity during periods of declining or low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of mortgage-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates tend to extend the duration of mortgage-backed securities, making them more volatile and more sensitive to changes in interest rates.

•

Credit Risk – Credit risk applies to most debt securities, but is generally less of a factor for obligations backed by the “full faith and credit” of the U.S. Government. The Fund could lose money if the issuer of a debt security owned by the Fund is unable or perceived to be unable to pay interest or repay principal when it becomes due. Various factors could affect the issuer’s actual or perceived willingness or ability to make timely interest or principal payments, including changes in the issuer’s financial condition or in general economic conditions. Debt securities backed by an issuer’s taxing authority may be subject to legal limits on the issuer’s power to increase taxes or otherwise to raise revenue, or may be dependent on legislative appropriation or government aid. Certain debt securities are backed only by revenues derived from a particular project or source, rather than by an issuer’s taxing authority, and thus may have a greater risk of default.

•

securities, particularly during a downturn in the economy, which is more likely to weaken the ability of the issuers to make principal and interest payments on these securities. These securities typically pay a premium – a higher interest rate or yield – because of the increased risk of loss, including default. These securities also are generally less liquid than higher-rated securities. The securities ratings provided by Moody’s, S&P and Fitch are based on analyses by these ratings agencies of the credit quality of the securities and may not take into account every risk related to whether interest or principal will be timely repaid.

•

Reinvestment Risk – Income from the Fund’s debt securities portfolio will decline if and when the Fund invests the proceeds from matured, traded or called securities in securities with market interest rates that are below the current earnings rate of the Fund’s portfolio.

•

Liquidity Risk – Illiquid securities are securities that cannot be readily disposed of in the normal course of business. There is a risk that the Fund may not be able to sell such securities at the time it desires or without adversely affecting their price.

•

Derivatives Risk – Derivatives are financial contracts whose values are, for example, based on (or “derived” from) traditional securities (such as a stock or bond), assets (such as a commodity like gold or a foreign currency), reference rates (such as LIBOR) or market indices (such as the Standard & Poor’s (S&P) 500 ^® Index). Derivatives involve special risks and may result in losses or may limit the Fund’s potential gain from favorable market movements. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying security or other asset. The values of derivatives may move in unexpected ways, especially in unusual market conditions, and may result in increased volatility, among other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders holding shares in a taxable account. Other risks arise from the Fund’s potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Fund’s derivative positions at times when the Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has recently been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. While the ultimate impact is not yet clear, these changes could restrict and/or impose significant costs or other burdens upon the Fund’s participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the Statement of Additional Information.

•

Foreign Securities Risk – Foreign securities are subject to special risks as compared to securities of U.S. issuers. For example, foreign markets can be extremely volatile. Fluctuations in currency exchange rates may impact the value of foreign securities denominated in foreign currencies or in U.S. dollars, without a change in the intrinsic value of those securities. Foreign securities may be less liquid than domestic securities so that the Fund may, at times, be unable to sell foreign securities at desirable times or prices. Brokerage commissions, custodial fees and other fees are also generally higher for foreign securities. The Fund may have limited or no legal recourse in the event of default with respect to certain foreign securities, including those issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding or other taxes, which could reduce the amount of income and capital gains available to distribute to shareholders. Other risks include possible delays in the settlement of transactions or in the payment of income; generally less publicly available information about companies; the impact of political, social or diplomatic events; possible seizure, expropriation or nationalization of a company or its assets; possible imposition of currency exchange controls; and accounting, auditing and financial reporting standards that may be less comprehensive and stringent than those applicable to domestic companies.

•

Changing Distribution Levels Risk – The amount of the distributions paid by the Fund generally depends on the amount of interest and/or dividends received by the Fund on the securities it holds. The Fund may not be able to pay distributions or may have to reduce its distribution level if the interest and/or dividends the Fund receives from its investments decline.

•

Frequent Trading Risk – Frequent trading of investments increases the possibility that the Fund will realize taxable capital gains (including short-term capital gains, which are generally taxable at higher rates than long-term capital gains for U.S. federal income tax purposes), which could reduce the Fund’s after-tax return. Frequent trading can also mean higher brokerage and other transaction costs, which could reduce the Fund’s return.

•

Leverage Risk – Leverage occurs when the Fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. The use of leverage may make any change in the Fund’s net asset value (NAV) even greater and thus result in increased volatility of returns. The Fund’s assets that are used as collateral to secure the Fund’s obligations to return the securities sold short may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage can create an interest expense that may lower the Fund’s overall returns. Leverage presents the opportunity for increased net income and capital gains, but also exaggerates the Fund’s risk of loss. There can be no guarantee that a leveraging strategy will be successful.

•

Emerging Market Securities Risk – Securities issued by foreign governments or companies in emerging market countries, like those in Eastern Europe, the Middle East, Asia, Latin America or Africa, are more likely to have greater exposure to the risks of investing in foreign securities that are described in Foreign Securities Risk . In addition, emerging market countries are more likely to experience instability resulting, for example, from rapid social, political and economic development. Their economies are usually less mature and their securities markets are typically less developed with more limited trading activity than more developed countries. Emerging market securities tend to be more volatile than securities in more developed markets. Many emerging market countries are heavily dependent on international trade, which makes them more sensitive to world commodity prices and economic downturns in other countries. Some emerging market countries have a higher risk of currency devaluations, and some of these countries may experience periods of high inflation or rapid changes in inflation rates.

•

Currency Risk – Securities denominated in non-U.S. dollar currencies are subject to the risk that, for example, if the value of a foreign currency were to decline against the U.S. dollar, such decline would reduce the U.S. dollar value of any securities held by the Fund denominated in that currency.

Performance Information

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available, the Fund intends to compare its performance to the performance of the Barclays Capital Aggregate Bond Index, which is a market value-weighted index that tracks the daily price, coupon, pay-downs and total return performance of fixed-rate, publicly placed, dollar-denominated and non-convertible investment grade debt issues with at least $250 million par amount outstanding and with at least one year to final maturity.

Investment Adviser and Portfolio Manager(s)


Investment Manager		Columbia Management Portfolio Managers

Columbia Management Investment Advisers, LLC		Carl W. Pappo, CFA Co-manager. Service with the Fund since 2012.

		Alexander D. Powers Co-manager. Service with the Fund since 2012.

		Brian Lavin, CFA Co-manager. Service with the Fund since 2012.

		Michael Zazzarino Co-manager. Service with the Fund since 2012.

Investment Subadvisers

Federated Investment Management Company		Federated Portfolio Managers

		Joseph M. Balestrino, CFA Co-manager. Service with the Fund since 2012.

		Donald T. Ellenberger Co-manager. Service with the Fund since 2012.

TCW Investment Management Company		TCW Portfolio Managers

		Tad Rivelle Co-manager. Service with the Fund since 2012.

		Laird R. Landmann Co-manager. Service with the Fund since 2012.

		Stephen M. Kane, CFA Co-manager. Service with the Fund since 2012.

Purchase and Sale of Fund Shares

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Investment Strategies and Policies

Changing the Fund’s Investment Objective and Policies

Investment Guidelines

Holding Other Kinds of Investments

The Fund may hold investments that are not part of its principal investment strategies. These investments and their risks are described in the Statement of Additional Information (SAI). The Fund may choose not to invest in certain securities described in this prospectus and in the SAI, although it has the ability to do so.

Investing in Affiliated Funds

The Investment Manager or an affiliate serves as investment adviser to the Columbia Funds, including those that are structured as “fund-of-funds,” which provide asset-allocation services to shareholders by investing in shares of other Columbia Funds (collectively referred to as Underlying Funds) and to discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in Underlying Funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of one or more Underlying Funds, and the Investment Manager seeks to balance potential conflicts of interest between the affiliated products and the Underlying Funds in which they invest. The affiliated products’ investment in the Underlying Funds may have the effect of creating economies of scale, possibly resulting in lower expense ratios for the Underlying Funds, because the affiliated products may own substantial portions of the shares of Underlying Funds. However, redemption of Underlying Fund shares by one or more affiliated products could cause the expense ratio of an Underlying Fund to increase, as its fixed costs would be spread over a smaller asset base. Because of these large positions of the affiliated products, the Underlying Funds may experience relatively large purchases or redemptions. Although the Investment Manager may seek to minimize the impact of these transactions where possible, for example, by structuring them over a reasonable period of time or through other measures, Underlying Funds may experience increased expenses as they buy and sell securities to manage these transactions. Further, when the Investment Manager structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, these affiliated products, including funds-of-funds, may pay more or less (for purchase activity), or receive more or less (for redemption activity), for shares of the Underlying Funds than if the transactions were executed in one transaction. In addition, substantial redemptions by the affiliated products within a short period of time could require the Underlying Fund to liquidate positions more rapidly than would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing it to realize a loss. Substantial redemptions may also adversely affect the ability of the Underlying Fund to implement its investment strategy. The Investment Manager also has an economic conflict of interest in determining the allocation of the affiliated products’ assets among the Underlying Funds, as it earns different fees from the various Underlying Funds.

Investing in Money Market Funds

Lending of Portfolio Securities

Portfolio Holdings Disclosure

The Fund’s complete portfolio holdings as of a calendar quarter-end are disclosed approximately but no earlier than 30 calendar days after each such quarter-end.

In addition, more current information concerning the Fund’s portfolio holdings as of specified dates also may be disclosed on the Columbia Funds’ website.

Investing Defensively

The Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, (i) investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds, (ii) holding some or all of its assets in cash or cash equivalents, or (iii) investing in derivatives, such as futures (e.g., index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment exposures to a sector, country or region where the Investment Manager believes such defensive positioning is appropriate. While the Fund is so positioned defensively, derivatives could comprise a substantial portion of the Fund’s investments. For information on the risks of investing in derivatives, see “Derivatives Risk” in the Principal Risks section of this prospectus.

Mailings to Households

contact your intermediary directly.

Additional Information on Portfolio Turnover

More About Annual Fund Operating Expenses

The following information is presented in addition to, and should be read in conjunction with, the information on annual fund operating expenses included in this prospectus.

Management of the Fund

Primary Service Providers

The Investment Manager

The Fund pays the Investment Manager a fee for its investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly, as follows:

Annual Advisory Fee,

as a % of Average Daily Net Assets


Up to $1 billion	0.430	%
$1 billion to $2 billion	0.420	%
$2 billion to $6 billion	0.400	%
$6 billion to $7.5 billion	0.380	%
$7.5 billion to $9 billion	0.365	%
$9 billion to $12 billion	0.360	%
$12 billion to $20 billion	0.350	%
$20 billion to $24 billion	0.340	%
$24 billion to $50 billion	0.320	%
Over $50 billion	0.300	%

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreement with the Investment Manager will be available in the Fund’s first report to shareholders.

Subadviser(s)

The Investment Manager has engaged investment subadvisers to make the day-to-day investment decisions for a portion of the Fund’s assets. The Investment Manager retains ultimate responsibility (subject to Board oversight) for overseeing any subadviser it engages and for evaluating the Fund’s needs and available subadvisers’ skills and abilities on an ongoing basis. Based on its evaluations, the Investment Manager may at times recommend to the Board that the Fund change, add or terminate one or more subadvisers; continue to retain a subadviser even though the subadviser’s ownership or corporate structure has changed; or materially change a subadvisory agreement with a subadviser.

affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, the Investment Manager discloses to the Board the nature of any material relationships it has with a subadviser or its affiliates.

A discussion regarding the basis for the Board’s approval of the investment subadvisory agreement with each of Federated and TCW will be available in the Fund’s first report to shareholders.

Columbia Management Portfolio Managers

Carl W. Pappo, CFA

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Mr. Pappo joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 1993. Mr. Pappo began his investment career in 1991 and earned a B.S. from Babson College.

Alexander D. Powers

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Mr. Powers joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 1996. Mr. Powers began his investment career in 1979 and earned a B.A. from Boston College and an M.B.A. from New York University’s Stern Graduate School of Business Administration.

Brian Lavin, CFA

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Associated with the Investment Manager as an investment professional since 1994. Mr. Lavin began his investment career in 1986 and earned an M.B.A. from the University of Wisconsin – Milwaukee.

Michael Zazzarino

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Mr. Zazzarino joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2005. Mr. Zazzarino began his investment career in 1988 and earned a B.S. from Lafayette College and an M.B.A. from Columbia University.

Federated Investment Management Company

Federated is one of the Fund’s investment subadvisers. Located at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779, Federated is an independent registered investment adviser. Federated was organized in 1955 and provides investment management services to mutual funds, customized separately managed accounts, private investment companies and other pooled investment vehicles. As of December 31, 2011, Federated had approximately $369.7 billion under management. Federated’s affiliate, Federated Advisory Services Company, provides certain support services to Federated. Federated (and not the Fund) pays the fee for these services.

Federated Portfolio Managers

Joseph M. Balestrino and Donald T. Ellenberger are the portfolio managers responsible for making the day-to-day investment decisions for Federated’s sleeve of the Fund. Information about the portfolio managers is shown in the table below. The SAI provides more information about each portfolio manager’s compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Joseph M. Balestrino, CFA

Co-manager. Service with the Fund since 2012.

Senior Portfolio Manager and Senior Vice President of Federated. Mr. Balestrino joined Federated in 1986 and has been a Senior Portfolio Manager and Senior Vice President since 1998. Mr. Balestrino began his investment career in 1983 and earned a B.A. and a Master’s Degree in Urban and Regional Planning from the University of Pittsburgh.

Donald T. Ellenberger

Co-manager. Service with the Fund since 2012.

Senior Portfolio Manager and Senior Vice President of Federated. Mr. Ellenberger joined Federated in 1996 and became a Senior Vice President in 2005. Mr. Ellenberger began his investment career in 1986 and earned an M.B.A. from Stanford University.

TCW Investment Management Company

TCW is one of the Fund’s investment subadvisers. Located at 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017, TCW is an independent registered investment adviser. TCW was organized in 1971 and provides a variety of trust, investment management and investment advisory services. As of December 31, 2011, TCW had approximately $117.8 billion under management.

TCW Portfolio Managers

Tad Rivelle, Laird R. Landmann and Stephen M. Kane are the portfolio managers responsible for making the day-to-day investment decisions for TCW’s sleeve of the Fund. Information about the portfolio managers is shown in the table below. The SAI provides more information about each portfolio manager’s compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Tad Rivelle

Co-manager. Service with the Fund since 2012.

Group Managing Director and Chief Investment Officer – Fixed Income of TCW since December 2009. Mr. Rivelle joined TCW in 2009 during the acquisition of Metropolitan West Asset Management LLC (MetWest). Prior to joining TCW in December 2009, Mr. Rivelle was Chief Investment Officer, portfolio manager and a founding partner with Metropolitan West Asset Management, LLC since 1996. Mr. Rivelle began his investment career in 1986 and earned a B.S. from Yale University, a Master’s Degree in applied mathematics from the University of Southern California and an M.B.A. from UCLA Anderson.

Laird R. Landmann

Co-manager. Service with the Fund since 2012.

Group Managing Director of TCW since December 2009. Mr. Landmann joined TCW in 2009 during the acquisition of Metropolitan West Asset Management LLC (MetWest). Prior to joining TCW in December 2009, Mr. Landmann was a portfolio manager and a founding partner with Metropolitan West Asset Management, LLC since 1996. Mr. Landmann began his investment career in 1986 and earned a B.S. from Dartmouth College and an M.B.A. from the University of Chicago Booth School of Business.

Stephen M. Kane, CFA

Co-manager. Service with the Fund since 2012.

Group Managing Director of TCW since December 2009. Mr. Kane joined TCW in 2009 during the acquisition of Metropolitan West Asset Management LLC (MetWest). Prior to joining TCW in December 2009, Mr. Kane was a portfolio manager and a founding partner with Metropolitan West Asset Management, LLC since 1996. Mr. Kane began his investment career in 1990 and earned a B.S. from the University of California, Berkeley and an M.B.A. from the University of Chicago Booth School of Business.

The Administrator

Annual Administration Fee,

as a % of Average Daily Net Assets


Up to $500 million	0.070	%
$500 million to $1 billion	0.065	%
$1 billion to $3 billion	0.060	%
$3 billion to $12 billion	0.050	%
Over $12 billion	0.040	%

The Distributor

The Transfer Agent

Expense Reimbursement Arrangements

The Investment Manager and certain of its affiliates have contractually agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below) through December 31, 2014, unless sooner terminated at the sole discretion of the Board, so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rate of:

Active Portfolios ^® Multi-Manager Core Plus Bond Fund


Class A			0.84	%

Other Roles and Relationships of Ameriprise Financial and its Affiliates—Certain Conflicts of Interest

Conflicts of interest and limitations that could affect a Columbia Fund may arise from, for example, the following:

•

compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares;

•

separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates;

•

regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them;

•

insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and

•

regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund.

Certain Legal Matters

About Class A Shares

Description of the Share Class

Funds Contact Information

*	The website references in this prospectus are intended to be inactive textual references and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.

FUNDamentals ^TM

Selling and/or Servicing Agents

Share Class Features

Eligible

Investors

and Minimum

Initial

Investments ^(a)

Investment

Limits

Conversion

Features

Front-End

Sales

Charges

Contingent

Deferred

Sales

Charges

(CDSCs)

Maximum

Distribution

and Service

(12b-1)

Fees

Non 12b-1

Service

Fees

none

0.25%

distribution and/or service fees

none

^(a)	See Buying, Selling and Exchanging Shares – Transaction Rules and Policies for more details on the eligible investors and minimum initial and subsequent investment and account balance requirements.

Distribution and Service Fees

The table below shows the maximum annual distribution and/or service fees (as an annual % of average daily net assets) and the combined amount of such fees applicable to Class A shares:


	Distribution Fee			Service Fee			Combined Total
Class A		up to 0.25	%		up to 0.25	%		0.25	%

Selling Agent Compensation

Buying, Selling and Exchanging Shares

Share Price Determination

FUNDamentals ^TM

NAV Calculation

The Fund calculates its NAV as follows:

NAV

(Value of assets of the share class)

— (Liabilities of the share class)

Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

Transaction Rules and Policies

Order Processing

“Good Form”

Medallion Signature Guarantees

A Medallion Signature Guarantee is required if:

•

The amount is greater than $100,000.

•

You want your check made payable to someone other than the registered account owner(s).

•

Your address of record has changed within the last 30 days.

•

You want the check mailed to an address other than the address of record.

•

You want the proceeds sent to a bank account not on file.

•

You are the beneficiary of the account and the account owner is deceased (additional documents may be required).

Customer Identification Program

Small Account Policy—Broker-Dealer and Wrap Fee Accounts

The Funds may automatically redeem at any time broker-dealer networked accounts and wrap fee accounts that have account balances of $20 or less or have less than one share.

Information Sharing Agreements

Excessive Trading Practices Policy of Non-Money Market Funds

Risks of Excessive Trading – Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:

•

negative impact on the Fund’s performance;

•

potential dilution of the value of the Fund’s shares;

•

losses on the sale of investments resulting from the need to sell securities at less favorable prices;

•

increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and

•

increased brokerage and administrative costs.

cause dilution in the value of Fund shares held by other shareholders.

Buying Shares

Eligible Investors

Minimum Initial Investments and Account Balances

There is a $500 minimum initial and no additional investment for the Fund’s shares.

Each Active Portfolio Fund reserves the right to modify its minimum investment and related requirements at any time, with or without prior notice.

Opening an Account and Placing Orders

Other Purchase Rules You Should Know

•

You generally buy Class A shares of Active Portfolio Funds at net asset value per share because no front-end sales charge applies to purchases of Class A shares of Active Portfolio Funds.

•

Selling agents are responsible for sending your buy orders to the Transfer Agent and ensuring that we receive your money on time.

•

Shares bought are recorded on the books of the Fund. The Fund doesn’t issue certificates.

Selling Shares

Other Redemption Rules You Should Know

•

Once the Transfer Agent or your selling agent receives your sell order in “good form,” your shares will be sold at the next calculated NAV per share.

•

No interest will be paid on uncashed redemption checks.

•

Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator.

•

The Fund reserves the right to redeem your shares if your account falls below the Fund’s minimum initial investment requirement.

Exchanging Shares

Other Exchange Rules You Should Know

•

Exchanges are made at the NAV next calculated after your exchange order is received in good form.

•

Once the Fund receives your exchange request, you cannot cancel it after the market closes.

•

Shares of the purchased Fund may not be used on the same day for another exchange or sale.

•

Class A shares of an Active Portfolio Fund may be exchanged for Class A shares of another Active Portfolio Fund.

•

You may make exchanges only into a Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your selling agent for more information.

•

You generally may make an exchange only into a Fund that is accepting investments.

•

The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation).

•

Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Fund is a taxable event, and you may recognize a gain or loss for tax purposes.

•

You may only exchange shares of an Active Portfolio Fund for shares of another Columbia Fund if the other Columbia Fund is an Active Portfolio Fund.

In-Kind Distributions

Distributions and Taxes

Distributions to Shareholders

A mutual fund can make money two ways:

•

It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.

•

FUNDamentals ^TM

Distributions

Declaration and Distribution Schedule


Declarations		daily
Distributions		monthly

The Fund may, however, declare or pay distributions of net investment income more frequently.

Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.

Taxes and Your Investment

You should be aware of the following considerations applicable to all Funds (unless otherwise noted):

•

Distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares.

•

For taxable fixed income Funds: The Fund expects that distributions will consist primarily of ordinary income.

•

the Medicare contribution tax.

•

FUNDamentals ^TM

Taxes

Financial Highlights

Because Class A shares of the Fund have not commenced operations as of the date of this prospectus, no financial highlights are provided for this share class.

LOGO

Active Portfolios ^® Multi-Manager Core Plus Bond Fund

Class A Shares

Prospectus March 14, 2012

Additional Information About the Fund


By Mail:		Columbia Funds c/o Columbia Management Investment Services Corp. P.O. Box 8081 Boston, MA 02266-8081

By Telephone:		800.345.6611

Online:		www.columbiamanagement.com

Shareholder Communications with the Board

Information Provided by the SEC

FUNDamentals™ is a trademark of Ameriprise Financial.

The investment company registration number of Columbia Funds Series Trust I, of which the Fund is a series, is 811-04367.

225 Franklin Street, Boston, MA 02110

800.345.6611 www.columbiamanagement.com

C-1861-99 A (3/12)

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Active Portfolios ^® Multi-Manager Small Cap Equity Fund

Prospectus March 14, 2012


Class		Ticker Symbol
Class A Shares*		CSCEX

*	Class A shares of the Active Portfolio Funds are offered only to certain eligible investors through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates.

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Table of Contents


Active Portfolios ^® Multi-Manager Small Cap Equity Fund			3

Investment Objective			3

Fees and Expenses of the Fund			3

Principal Investment Strategies			5

Principal Risks			7

Performance Information			11

Investment Adviser and Portfolio Manager(s)			12

Purchase and Sale of Fund Shares			12

Tax Information			12

Payments to Broker-Dealers and Other Financial Intermediaries			13

Additional Investment Strategies and Policies			14

Management of the Fund			17

Primary Service Providers			17

Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest			22

Certain Legal Matters			22

About Class A Shares			23

Description of the Share Class			23

Distribution and Service Fees			25

Selling Agent Compensation			26

Buying, Selling and Exchanging Shares			27

Share Price Determination			27

Transaction Rules and Policies			28

Opening an Account and Placing Orders			31

Distributions and Taxes			34

Financial Highlights			38

Icons Guide

LOGO Investment Objective

LOGO Fees and Expenses of the Fund

LOGO Principal Investment Strategies

LOGO Principal Risks

LOGO Performance Information

LOGO Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest

Active Portfolios ^® Multi-Manager Small Cap Equity Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)


	Class A Shares
Maximum sales charge (load) imposed on purchases, as a % of offering price		N/A
Maximum deferred sales charge (load) imposed on redemptions, as a % of the lower of the original purchase price or net asset value		N/A

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class A Shares
Management fees		0.96	%
Distribution and/or service (Rule 12b-1) fees		0.25	%
Other expenses ^(a)		0.45	%
Total annual Fund operating expenses		1.66	%
Fee waivers and/or reimbursements ^(b)		-0.32	%
Total annual Fund operating expenses after fee waivers and/or reimbursements		1.34	%

^(a)	Other expenses are based on estimated amounts for the Fund’s current fiscal year.

^(b)

Columbia Management Investment Advisers, LLC (the Investment Manager) and certain of its affiliates have contractually agreed to waive fees and/or to reimburse expenses (excluding certain fees and expenses, such as transaction costs and certain other investment related expenses, interest, taxes, acquired fund fees and expenses, and extraordinary expenses) until December 31, 2014 unless sooner terminated at the sole discretion of the Fund’s Board of Trustees. Under this agreement, the Fund’s net operating expenses, subject to applicable exclusions, will not exceed the annual rate of 1.34% for Class A.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:

•

you invest $10,000 in Class A shares of the Fund for the periods indicated,

•

your investment has a 5% return each year, and

•

the Fund’s total annual operating expenses remain the same as shown in the table above.

Based on the assumptions listed above, your costs would be:


	1 year		3 years
Class A Shares	$	136	$	459

Remember this is an example only. Your actual costs may be higher or lower.

Portfolio Turnover

Principal Investment Strategies

The Fund is a diversified fund that pursues its investment objective by allocating the Fund’s assets among different asset managers that use multiple investment styles to invest in equity securities. The Fund’s investment manager, Columbia Management Investment Advisers, LLC (Columbia Management or the Investment Manager), and investment subadvisers (Subadvisers) each provide day-to-day portfolio management for a portion of the Fund’s assets, or sleeve of the Fund. Columbia Management and the Subadvisers employ different investment styles and processes that, in the aggregate, are designed to complement the strategies of one another in pursuit of the Fund’s investment objective.

Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities (including common stocks, preferred stocks and convertible securities) of companies that have market capitalizations in the range of the companies in the Russell 2000 ^® Index at the time of purchase (between $26.0 million and $3.6 billion as of February 29, 2012). The Fund may invest up to 25% of its total assets in foreign securities. The Fund may also invest in real estate investment trusts (REITs) and exchange-traded funds (ETFs).

Columbia Management is responsible for providing day-to-day portfolio management of two sleeves of the Fund and is also responsible for oversight of the Subadvisers. The Fund’s Subadvisers are Dalton, Greiner, Hartman, Maher & Co., LLC (DGHM), EAM Investors, LLC (EAM) and RS Investment Management Co. LLC (RS Investments). In addition, Real Estate Management Services Group, LLC (REMS) provides advisory services with respect to REITs in DGHM’s sleeve. Columbia Management, subject to the oversight of the Fund’s Board of Trustees, determines the allocation of the Fund’s assets to each sleeve (except for REMS, for which DGHM determines the proportion of its sleeve assets to be managed by REMS), and may change these allocations at any time. Columbia Management and the Subadvisers act independently of each other and use their own methodologies for selecting investments.

The Fund may invest in derivatives, including futures, forwards, options, swap contracts and other derivative instruments. The Fund may invest in derivatives for both hedging and non-hedging purposes, including, for example, to seek to enhance returns or as a substitute for a position in an underlying asset.

Each sleeve manager’s investment strategy may involve the frequent trading of portfolio securities, which may increase brokerage and other transaction costs and have adverse tax consequences.

Columbia Management—Small Cap Value Strategy Sleeve

Columbia Management combines fundamental and quantitative analysis with risk management in seeking to identify value opportunities and construct this sleeve. When selecting investments, Columbia Management considers, among other factors:

•

businesses that Columbia Management believes to be fundamentally sound and undervalued due to investor indifference, investor misperception of company prospects, or other factors;

•

various measures of valuation, including price-to-cash flow, price-to-earnings, price-to-sales, and price-to-book value. Columbia Management believes that companies with lower valuations are generally more likely to provide opportunities for capital appreciation;

•

a company’s current operating margins relative to its historic range and future potential; and

•

potential indicators of stock price appreciation, such as anticipated earnings growth, company restructuring, changes in management, business model changes, new product opportunities, or anticipated improvements in macroeconomic factors.

Columbia Management may sell a security when the security’s price reaches a target set by Columbia Management; if Columbia Management believes that there is deterioration in the issuer’s financial circumstances or fundamental prospects, or that other investments are more attractive; or for other reasons.

DGHM—Small Cap Value Strategy Sleeve

Other than assets invested in REITs (as described below), DGHM invests this sleeve’s assets primarily in small capitalization equity securities of domestic companies that DGHM believes are undervalued. The companies may be unseasoned or established companies.

In identifying securities for this sleeve, DGHM utilizes a proprietary valuation model combined with in-depth industry and company specific research developed by DGHM. More specifically, DGHM uses a bottom-up selection process to attempt to identify equity securities of companies that appear to be selling at a discount relative to DGHM’s assessment of their potential value. DGHM focuses on the cash flows, historical profitability, projected future earnings, and financial condition of individual companies in identifying which securities to purchase. DGHM may weigh other factors against a company’s valuation in deciding which companies appear attractive for investment. These factors may include the following:

•

quality of the business franchise,

•

competitive advantage,

•

economic or market conditions,

•

deployment of capital, and/or

•

reputation, experience, and competence of the company’s management.

In implementing its investment strategy, DGHM invests with a multi-year investment horizon rather than focusing on the month or quarter end data. DGHM does not attempt to make macroeconomic calls (i.e., predict economic growth, interest rates, currency levels, commodity prices, etc.). Additionally, DGHM does not attempt to predict the direction of the stock market.

DGHM may invest a significant portion of its sleeve assets in one or more sectors of the equity securities market, including but not limited to healthcare, technology and natural resources sectors.

Generally, securities are sold when the characteristics and factors used to select the securities change or the securities have appreciated to the point where it is no longer attractive for the Fund to hold.

REMS provides advisory services with respect to investments that this sleeve may make in REITs. DGHM is responsible for the overall management of this sleeve and the supervision of REMS. There is no pre-determined allocation to REMS, and the allocation is determined through on-going discussions between these Subadvisers. When providing advisory services with respect to DGHM’s sleeve, REMS follows the investment approach described above for DGHM.

EAM—Small Cap Growth Strategy Sleeve

EAM chooses investments for this sleeve through bottom-up fundamental analysis, which utilizes a blend of a quantitative discovery process to screen for investment ideas that meet certain criteria, including, but not limited to, technical factors, such as changes in relative price strength, and fundamental factors, such as earnings surprise and estimate revisions (the Discovery Phase), and a qualitative analysis process (the Analysis Phase). In selecting individual securities for investment, EAM seeks companies with the potential for sustained earnings acceleration.

To that end, during the Discovery Phase EAM looks to identify companies likely to benefit from positive fundamental change by utilizing an objective screening process. Those companies meeting the criteria established to move beyond the Discovery Phase next move to the Analysis Phase, where EAM seeks to determine whether any changes in the company’s fundamentals have occurred, whether those changes may lead to sustainable earnings growth acceleration and whether it is a timely investment in terms of EAM’s fundamental valuation of the company and its current market price. During the Analysis Phase, EAM considers such factors as the company’s internal environment (e.g., a new product, new management or change in cost structure) and/or external environment (e.g., new regulations, new geographies, market share shifts and new business incentives).

EAM may sell a security if EAM believes that other investments are more attractive, the company’s fundamentals have deteriorated (including but not limited to deteriorating relative strength, negative internal and/or external change, negative estimate revisions and/or negative earnings surprise), the company’s catalyst for growth is already reflected in the security’s price (i.e., the security is fully valued), or for other reasons.

RS Investments—Concentrated Small Cap Growth Strategy Sleeve

RS Investments is focused on companies that have market capitalizations (at the time of purchase) of $3 billion or smaller. RS Investments’ sleeve typically invests most of its assets in securities of U.S. companies, but may also invest a portion of its assets in foreign securities. The RS Investments sleeve will typically hold securities of a relatively small number

of stocks (generally between 20-30).

RS Investments employs both rigorous fundamental analysis and quantitative screening to identify potential investment candidates that it believes have greater earnings growth potential than expected by the market. Investment candidates typically exhibit some or all of the following key criteria: proprietary advantages, leading market share, expanding margins and profitability, strong organic revenue growth and experienced management teams. Purchase decisions are based on RS Investments’ expectation of the potential reward relative to risk of each security and on RS Investments’ long term earnings estimates.

RS Investments’ sell discipline includes both quantitative and qualitative analysis of each position. Investments are typically sold when RS Investments’ believes that: anticipated price appreciation has been achieved or is no longer probable; alternate investments offer superior reward to risk potential; or a fundamental change has occurred in the company or its market.

Columbia Management—Liquidity Strategy Sleeve

Columbia Management is responsible for managing cash flows into and out of the Fund resulting from the purchase and redemption of Fund shares. Columbia Management typically invests this sleeve in U.S. government securities, high-quality, short-term debt instruments, including investments in affiliated or unaffiliated money market funds, ETFs and futures (including index futures).

Principal Risks

•

Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying security or other asset. The values of derivatives may move in unexpected ways, especially in unusual market conditions, and may result in increased volatility, among other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders holding shares in a taxable account. Other risks arise from the Fund’s potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Fund’s derivative positions at times when the Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has recently been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. While the ultimate impact is not yet clear, these changes could restrict and/or impose significant costs or other burdens upon the Fund’s participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the Statement of Additional Information.

•

Investing in Other Funds Risk – The Fund, and its shareholders, indirectly bear a portion of the expenses of any funds, including exchange-traded funds, in which the Fund invests. The performance of the funds in which the Fund invests could be adversely affected if other entities that invest in the same funds make relatively large investments or redemptions in the funds. In addition, because the expenses and costs of the funds are shared by investors in the underlying fund, redemptions by other investors in the underlying fund could result in decreased economies of scale and increased operating expenses for the underlying funds. These transactions might also result in higher brokerage, tax or other costs for the Fund. This risk may be particularly important when one investor owns a substantial portion of any underlying fund. If a fund pays fees to the Investment Manager or a subadviser (if any) or their respective affiliates, this could result in the Investment Manager or the subadviser having a potential conflict of interest in selecting the funds in which the Fund invests or in determining the percentage of the Fund’s investments allocated to each fund. There are also circumstances in which the fiduciary duties of the Investment Manager or a subadviser (if any) to the Fund may conflict with its fiduciary duties to the underlying funds for which it serves as investment manager.

•

Smaller Company Securities Risk – Securities of small- or mid-capitalization companies (“smaller companies”) can, in certain circumstances, have a higher potential for gains than securities of large-capitalization companies but may also have more risk. For example, smaller companies may be more vulnerable to market downturns and adverse business or economic events than larger, more established companies because they may have more limited financial resources and business operations. These companies are also more likely than large-capitalization companies (“larger companies”) to have more limited product lines and operating histories and to depend on smaller management teams. Their securities may trade less frequently and in smaller volumes and may be less liquid and fluctuate more sharply in value than securities of larger companies. In addition, some smaller companies may not be widely followed by the investment community, which can lower the demand for their stocks.

•

Value Securities Risk – Value securities are securities of companies that may have experienced, for example, adverse business, industry or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. The market value of a portfolio security may not meet the Investment Manager’s future value assessment of that security, or may decline. There is also a risk that it may take longer than expected for the value of these investments to rise to the believed value. In addition, value securities, at times, may not perform as well as growth securities or the stock market in general, and may be out of favor with investors for varying periods of time.

•

Real Estate Investment Trusts Risk – Real estate investment trusts (REITs) are entities that either own properties or make construction or mortgage loans, and also may include operating or finance companies. The value of REIT shares is affected by, among other factors, changes in the value of the underlying properties owned by the REIT and/or by changes in the prospect for earnings and/or cash flow growth of the REIT itself. In addition, certain of the risks associated with general real estate ownership apply to the Fund’s REIT investments, including risks related to general and local economic conditions, possible lack of availability of financing and changes in interest rates.

•

Convertible Securities Risk – Convertible securities are subject to the usual risks associated with debt securities, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert. Because the value of a convertible security can be influenced by both interest rates and the common stock’s market movements, a convertible security generally is not as sensitive to interest rates as a similar debt security, and generally will not vary in value in response to other factors to the same extent as the underlying common stock. In the event of a liquidation of the issuing company, holders of convertible securities would typically be paid before the company’s common stockholders but after holders of any senior debt obligations of the company. The Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Fund’s return.

Performance Information

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available, the Fund intends to compare its performance to the performance of the Russell 2000 Index, which measures the performance of the 2,000 smallest companies in the Russell 3000 Index and represents approximately 8% of the total market capitalization of the Russell 3000 Index.

Investment Adviser and Portfolio Manager(s)


Investment Manager

Columbia Management Investment Advisers, LLC		Columbia Portfolio Managers

		Christian K. Stadlinger, Ph.D., CFA Co-manager. Service with the Fund since 2012.

		Jarl Ginsberg, CFA Co-manager. Service with the Fund since 2012.

Investment Subadvisers

Dalton, Greiner, Hartman, Maher & Co., LLC		DGHM Portfolio Managers

		Bruce H. Geller, CFA Co-manager. Service with the Fund since 2012.

		Jeffery C. Baker, CFA Co-manager. Service with the Fund since 2012.

		Peter Gulli, CFA Co-manager. Service with the Fund since 2012.

		Edward W. Turville, CFA (with REMS) Co-manager. Service with the Fund since 2012.

EAM Investors, LLC		EAM Portfolio Manager

		Montie L. Weisenberger Co-manager. Service with the Fund since 2012.

RS Investment Management Co. LLC		RS Investments Portfolio Manager

		James L. Callinan, CFA Co-manager. Service with the Fund since 2012.

Purchase and Sale of Fund Shares

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Investment Strategies and Policies

Changing the Fund’s Investment Objective and Policies

Investment Guidelines

Holding Other Kinds of Investments

Investing in Affiliated Funds

Investing in Money Market Funds

Lending of Portfolio Securities

Portfolio Holdings Disclosure

The Fund’s complete portfolio holdings as of a month-end are disclosed approximately but no earlier than 30 calendar days after such month-end.

In addition, more current information concerning the Fund’s portfolio holdings as of specified dates also may be disclosed on the Columbia Funds’ website.

Investing Defensively

The Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, (i) investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds, (ii) holding some or all of its assets in cash or cash equivalents, or (iii) investing in derivatives, such as futures (e.g., index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment exposures to a sector, country or region where the Investment Manager believes such defensive positioning is appropriate. While the Fund is so positioned defensively, derivatives could comprise a substantial portion of the Fund’s investments. For information on the risks of investing in derivatives, see “Derivatives Risk” in the Principal Risks section of this prospectus.

Mailings to Households

contact your intermediary directly.

Additional Information on Portfolio Turnover

More About Annual Fund Operating Expenses

The following information is presented in addition to, and should be read in conjunction with, the information on annual fund operating expenses included in this prospectus.

Management of the Fund

Primary Service Providers

The Investment Manager

The Fund pays the Investment Manager a fee for its investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly, as follows:

Annual Advisory Fee,

as a % of Average Daily Net Assets


Up to $250 million	0.900	%
$250 million to $500 million	0.850	%
Over $500 million	0.800	%

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreement with the Investment Manager will be available in the Fund’s first report to shareholders.

Subadviser(s)

The SEC has issued an order that permits the Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for the Fund without first obtaining shareholder approval (the Order). The Order permits the Fund to add or to change unaffiliated subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, the Investment Manager discloses to

the Board the nature of any material relationships it has with a subadviser or its affiliates.

A discussion regarding the basis for the Board’s approval of the investment subadvisory agreement with each of DGHM, EAM and RS Investments, and the delegation agreement with REMS will be available in the Fund’s first report to shareholders.

Columbia Management Portfolio Managers

Christian K. Stadlinger, Ph.D., CFA

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Dr. Stadlinger joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2002. Dr. Stadlinger began his investment career in 1989 and earned an M.S. in economics from the University of Vienna and a Ph.D. in economics from Northwestern University.

Jarl Ginsberg, CFA

Co-manager. Service with the Fund since 2012.

Portfolio Manager of the Investment Manager. Mr. Ginsberg joined the Investment Manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 2003. Mr. Ginsberg began his investment career in 1987 and earned an A.B. from Brown University and an M.P.P.M. in finance from Yale School of Management.

Dalton, Greiner, Hartman, Maher & Co., LLC

DGHM is one of the Fund’s investment subadvisers. Located at 565 Fifth Avenue, Suite 2101, New York, NY 10017, DGHM is an independent registered investment adviser. DGHM was organized in 1982 and provides investment management services to institutional and high net worth clients. As of December 31, 2011, DGHM had approximately $1.5 billion under management.

DGHM Portfolio Managers

Bruce H. Geller, Jeffery C. Baker and Peter Gulli are the portfolio managers responsible for making the day-to-day investment decisions for DGHM’s sleeve of the Fund. Information about the portfolio managers is shown in the table below. The SAI provides more information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Bruce H. Geller, CFA

Co-manager. Service with the Fund since 2012.

Chief Executive Officer and Partner of DGHM. Mr. Geller joined DGHM in 1992 and is a member of the firm’s Board of Directors. Mr. Geller began his investment career in 1992 and earned a B.S. in business administration from the State University of New York at Albany.

Jeffery C. Baker, CFA

Co-manager. Service with the Fund since 2012.

Chief Investment Officer and Partner of DGHM. Mr. Baker joined DGHM in 2000 and is a member of the firm’s Board of Directors. Mr. Baker began his investment career in 1989 and earned a B.A. from Princeton University and an M.B.A. from New York University.

Peter Gulli, CFA

Co-manager. Service with the Fund since 2012.

Portfolio Manager and Team Leader of DGHM. Mr. Gulli joined DGHM in 1999 and is a Senior Vice President and Partner of the firm. Mr. Gulli began his investment career in 1992 and earned a B.B.A. in finance from the University of Notre Dame and an M.B.A. from New York University.

Real Estate Management Services Group, LLC

REMS is an investment adviser which provides advisory services to Fund subadviser, DGHM. Through a delegation agreement between REMS and DGHM, REMS provides investment advisory services relating to REITS for the sleeve managed by DGHM. Located at 1100 Fifth Avenue South, Suite 305, Naples, FL 34102, REMS was organized in 1997 and provides investment management services to mutual funds and private accounts. As of December 31, 2011, REMS had approximately $496.0 million under management.

REMS Portfolio Manager

Edward W. Turville is the portfolio manager responsible for providing advisory services, with respect to investments that may be made in REITs for the sleeve of the Fund managed by DGHM. Information about the portfolio manager is shown in the table below. The SAI provides more information about the portfolio manager’s compensation, other accounts managed by the portfolio manager and the portfolio manager’s ownership of securities in the Fund.

Edward W. Turville, CFA

Co-manager. Service with the Fund since 2012.

Managing Partner, Portfolio Manager and Chief Investment Officer of REMS. Mr. Turville has been with REMS since its inception in 1997 and began his investment career in 1967. Mr. Turville earned a Bachelor of Commerce from Rice University and an M.S. in Accounting from Rice University.

EAM Investors, LLC

EAM is one of the Fund’s investment subadvisers. Located at 2533 South Coast Highway 101, Suite 240, Cardiff-by-the-Sea, CA 92007, EAM is an independent registered investment adviser. EAM was organized in August 2007 and provides investment management services to mutual funds and private accounts. EAM is a majority-employee-owned, institutionally-focused investment boutique. As of December 31, 2011, EAM had approximately $293.6 million under management.

EAM Portfolio Manager

Montie L. Weisenberger is the portfolio manager responsible for making the day-to-day investment decisions for EAM’s sleeve of the Fund. Information about the portfolio manager is shown in the table below. The SAI provides more information about the portfolio manager’s compensation, other accounts managed by the portfolio manager and the portfolio manager’s ownership of securities in the Fund.

Montie L. Weisenberger

Co-manager. Service with the Fund since 2012.

Portfolio Manager and Managing Director of EAM. From 2001 until co-founding EAM in August 2007, Mr. Weisenberger was a member of the US Micro / Emerging Growth investment team at Nicholas-Applegate Capital Management, most recently serving as a Senior Vice President and Portfolio Manager. Mr. Weisenberger began his investment career in 2000, after spending more than five years as a finance and strategic management consultant. Mr. Weisenberger earned a B.A. from Flagler College and an M.B.A. and M.H.A. from Georgia State University.

RS Investment Management Co., LLC

RS Investments is one of the Fund’s investment subadvisers. Located at 388 Market St., Suite 1700, San Francisco, CA 94111, RS Investments is an independent registered investment adviser. RS Investments was organized in 1986 and provides investment management services to mutual funds and private accounts. RS Investments is an independent subsidiary of Guardian Investor Services, LLC. As of December 31, 2011, RS Investments had approximately $20.2 billion under management.

RS Investments Portfolio Manager

James L. Callinan is the portfolio manager responsible for making the day-to-day investment decisions for RS Investments’ sleeve of the Fund. Information about the portfolio manager is shown in the table below. The SAI provides more information about the portfolio manager’s compensation, other accounts managed by the portfolio manager and the portfolio manager’s ownership of securities in the Fund.

James L. Callinan, CFA

Co-manager. Service with the Fund since 2012.

Portfolio Manager of RS Investments. From 1998 until joining RS Investments in 2007, Mr. Callinan was a Portfolio Manager and a member of the growth investment team at Putnam Investments. Mr. Callinan began his investment career in 1992 and earned an A.B. in economics from Harvard College, and an M.S. in accountanting from New York University and an M.B.A. from Harvard Business School.

The Administrator

Annual Administration Fee,

as a % of Average Daily Net Assets


Up to $500 million	0.080	%
$500 million to $1 billion	0.075	%
$1 billion to $3 billion	0.070	%
$3 billion to $12 billion	0.060	%
Over $12 billion	0.050	%

The Distributor

The Transfer Agent

Expense Reimbursement Arrangements

The Investment Manager and certain of its affiliates have contractually agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below) through December 31, 2014, unless sooner terminated at the sole discretion of the Board, so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rate of:

Active Portfolios ^® Multi-Manager Small Cap Equity Fund


Class A			1.34	%

Other Roles and Relationships of Ameriprise Financial and its Affiliates—Certain Conflicts of Interest

Conflicts of interest and limitations that could affect a Columbia Fund may arise from, for example, the following:

•

compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares;

•

separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates;

•

regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them;

•

insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and

•

regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund.

Certain Legal Matters

About Class A Shares

Description of the Share Class

Funds Contact Information

*	The website references in this prospectus are intended to be inactive textual references and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.

FUNDamentals ^TM

Selling and/or Servicing Agents

Share Class Features

Eligible

Investors

and Minimum

Initial

Investments ^(a)

Investment

Limits

Conversion

Features

Front-End

Sales

Charges

Contingent

Deferred

Sales

Charges

(CDSCs)

Maximum
Distribution

and Service

(12b-1)

Fees

Non 12b-1

Service

Fees

none

0.25% distribution and/or service fees

none

^(a)	See Buying, Selling and Exchanging Shares – Transaction Rules and Policies for more details on the eligible investors and minimum initial and subsequent investment and account balance requirements.

Distribution and Service Fees

The table below shows the maximum annual distribution and/or service fees (as an annual % of average daily net assets) and the combined amount of such fees applicable to Class A shares:


	Distribution Fee			Service Fee			Combined Total
Class A		up to 0.25	%		up to 0.25	%		0.25	%

Selling Agent Compensation

Buying, Selling and Exchanging Shares

Share Price Determination

FUNDamentals ^TM

NAV Calculation

The Fund calculates its NAV as follows:

NAV

(Value of assets of the share class)

— (Liabilities of the share class)

Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

Transaction Rules and Policies

Order Processing

“Good Form”

Medallion Signature Guarantees

A Medallion Signature Guarantee is required if:

•

The amount is greater than $100,000.

•

You want your check made payable to someone other than the registered account owner(s).

•

Your address of record has changed within the last 30 days.

•

You want the check mailed to an address other than the address of record.

•

You want the proceeds sent to a bank account not on file.

•

You are the beneficiary of the account and the account owner is deceased (additional documents may be required).

Customer Identification Program

Small Account Policy—Broker-Dealer and Wrap Fee Accounts

The Funds may automatically redeem at any time broker-dealer networked accounts and wrap fee accounts that have account balances of $20 or less or have less than one share.

Information Sharing Agreements

Excessive Trading Practices Policy of Non-Money Market Funds

Risks of Excessive Trading – Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:

•

negative impact on the Fund’s performance;

•

potential dilution of the value of the Fund’s shares;

•

losses on the sale of investments resulting from the need to sell securities at less favorable prices;

•

increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and

•

increased brokerage and administrative costs.

Similarly, to the extent that the Fund invests significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Funds portfolio to a greater degree than would be the case for mutual funds that invest in highly liquid securities, in part because the Fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also

cause dilution in the value of Fund shares held by other shareholders.

Buying Shares

Eligible Investors

Minimum Initial Investments and Account Balances

There is a $500 minimum initial and no additional investment for the Fund’s shares.

Each Active Portfolio Fund reserves the right to modify its minimum investment and related requirements at any time, with or without prior notice.

Opening an Account and Placing Orders

Other Purchase Rules You Should Know

•

You generally buy Class A shares of Active Portfolio Funds at net asset value per share because no front-end sales charge applies to purchases of Class A shares of Active Portfolio Funds.

•

Selling agents are responsible for sending your buy orders to the Transfer Agent and ensuring that we receive your money on time.

•

Shares bought are recorded on the books of the Fund. The Fund doesn’t issue certificates.

Selling Shares

Other Redemption Rules You Should Know

•

Once the Transfer Agent or your selling agent receives your sell order in “good form,” your shares will be sold at the next calculated NAV per share.

•

No interest will be paid on uncashed redemption checks.

•

Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator.

•

The Fund reserves the right to redeem your shares if your account falls below the Fund’s minimum initial investment requirement.

Exchanging Shares

Other Exchange Rules You Should Know

•

Exchanges are made at the NAV next calculated after your exchange order is received in good form.

•

Once the Fund receives your exchange request, you cannot cancel it after the market closes.

•

Shares of the purchased Fund may not be used on the same day for another exchange or sale.

•

Class A shares of an Active Portfolio Fund may be exchanged for Class A shares of another Active Portfolio Fund.

•

You may make exchanges only into a Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your selling agent for more information.

•

You generally may make an exchange only into a Fund that is accepting investments.

•

The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation).

•

Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Fund is a taxable event, and you may recognize a gain or loss for tax purposes.

•

You may only exchange shares of an Active Portfolio Fund for shares of another Columbia Fund if the other Columbia Fund is an Active Portfolio Fund.

In-Kind Distributions

Distributions and Taxes

Distributions to Shareholders

A mutual fund can make money two ways:

•

It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.

•

FUNDamentals ^TM

Distributions

Declaration and Distribution Schedule


Declarations		annually
Distributions		annually

The Fund may, however, declare or pay distributions of net investment income more frequently.

Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.

The Fund generally pays cash distributions within five business days after the distribution was declared. If you sell all of your shares after the record date, but before the payment date, for a distribution, you’ll normally receive that distribution in cash within five business days after the sale was made. The Fund will automatically reinvest distributions in additional shares of the same share class of the Fund unless you inform us you want to receive your distributions in cash (the selling agent through which you purchased shares may have different policies). You can do this by contacting the Fund at the address on the back cover, or by calling us at 800.345.6611. No sales charges apply to the purchase or sale of such shares.

Taxes and Your Investment

You should be aware of the following considerations applicable to all Funds (unless otherwise noted):

•

Distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares.

•

For taxable fixed income Funds: The Fund expects that distributions will consist primarily of ordinary income.

•

the Medicare contribution tax.

•

FUNDamentals ^TM

Taxes

Financial Highlights

Because Class A shares of the Fund have not commenced operations as of the date of this prospectus, no financial highlights are provided for this share class.

LOGO

Active Portfolios ^® Multi-Manager Small Cap Equity Fund

Class A Shares

Prospectus March 14, 2012

Additional Information About the Fund


By Mail:		Columbia Funds c/o Columbia Management Investment Services Corp. P.O. Box 8081 Boston, MA 02266-8081

By Telephone:		800.345.6611

Online:		www.columbiamanagement.com

Shareholder Communications with the Board

Information Provided by the SEC

FUNDamentals™ is a trademark of Ameriprise Financial.

The investment company registration number of Columbia Funds Series Trust I, of which the Fund is a series, is 811-04367.

225 Franklin Street, Boston, MA 02110

800.345.6611 www.columbiamanagement.com

C-1846-99 A (3/12)

LOGO

Active Portfolios ^® Multi-Manager Alternative Strategies Fund

Prospectus March 14, 2012


Class		Ticker Symbol
Class A Shares*		CPASX

*	Class A shares of the Active Portfolio Funds are offered only to certain eligible investors through certain wrap fee programs sponsored and/or managed by Ameriprise Financial, Inc. or its affiliates.

LOGO

Table of Contents


Active Portfolios ^® Multi-Manager Alternative Strategies Fund			3

Investment Objective			3

Fees and Expenses of the Fund			3

Principal Investment Strategies			5

Principal Risks			9

Performance Information			16

Investment Adviser and Portfolio Manager(s)			17

Purchase and Sale of Fund Shares			18

Tax Information			18

Payments to Broker-Dealers and Other Financial Intermediaries			18

Additional Investment Strategies and Policies			19

Management of the Fund			22

Primary Service Providers			22

Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest			27

Certain Legal Matters			27

About Class A Shares			28

Description of the Share Class			28

Distribution and Service Fees			30

Selling Agent Compensation			31

Buying, Selling and Exchanging Shares			32

Share Price Determination			32

Transaction Rules and Policies			33

Opening an Account and Placing Orders			36

Distributions and Taxes			39

Financial Highlights			43

Icons Guide

LOGO Investment Objective

LOGO Fees and Expenses of the Fund

LOGO Principal Investment Strategies

LOGO Principal Risks

LOGO Performance Information

LOGO Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest

Active Portfolios ^® Multi-Manager Alternative Strategies Fund

Investment Objective

The Fund seeks capital appreciation with an emphasis on absolute (positive) returns.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)


	Class A Shares
Maximum sales charge (load) imposed on purchases, as a % of offering price		N/A
Maximum deferred sales charge (load) imposed on redemptions, as a % of the lower of the original purchase price or net asset value		N/A

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class A Shares
Management fees		1.10	%
Distribution and/or service (Rule 12b-1) fees		0.25	%
Other expenses
Dividend expenses and borrowing costs on securities sold short ^(a)		0.09	%
Remainder of other expenses		0.42	%
Total other expenses ^(b)		0.51	%
Total annual Fund operating expenses		1.86	%
Fee waivers and/or reimbursements ^(c)		-0.27	%
Total annual Fund operating expenses after fee waivers and/or reimbursements		1.59	%

^(a)

Dividends on short sales are the dividends paid to the lenders of borrowed securities. The expenses related to dividends on short sales are estimated and will vary depending on whether the securities the Fund sells short pay dividends and on the amount of any such dividends. Expenses also include borrowing costs paid to the broker in connection with borrowing the security to be sold short. The rate paid to brokers varies by security.

^(b)	Other expenses are based on estimated amounts for the Fund’s current fiscal year.

^(c)

Columbia Management Investment Advisers, LLC (the Investment Manager) and certain of its affiliates have contractually agreed to waive fees and/or to reimburse expenses (excluding certain fees and expenses, such as transaction costs and certain other investment related expenses, dividend expenses and borrowing costs on securities sold short, interest, taxes, acquired fund fees and expenses, and extraordinary expenses) until December 31, 2014 unless sooner terminated at the sole discretion of the Fund’s Board of Trustees. Under this agreement, the Fund’s net operating expenses, subject to applicable exclusions, will not exceed the annual rate of 1.50% for Class A.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:

•

you invest $10,000 in Class A shares of the Fund for the periods indicated,

•

your investment has a 5% return each year, and

•

the Fund’s total annual operating expenses remain the same as shown in the table above.

Based on the assumptions listed above, your costs would be:


	1 year		3 years
Class A Shares	$	162	$	531

Remember this is an example only. Your actual costs may be higher or lower.

Portfolio Turnover

Principal Investment Strategies

The Fund pursues its investment objective by allocating the Fund’s assets among different asset managers that use multiple investment styles and strategies across different markets. The Fund’s investment manager, Columbia Management Investment Advisers, LLC (Columbia Management or the Investment Manager), and investment subadvisers (Subadvisers) each provide day-to-day portfolio management for a portion of the Fund’s assets, or sleeve of the Fund. The Investment Manager and the Subadvisers employ a variety of investment strategies, techniques and practices that are designed to seek positive returns, with a low correlation to the performance of the broad equity and fixed income markets over a complete market cycle.

Columbia Management is responsible for providing day-to-day portfolio management of a sleeve and is also responsible for oversight of the Subadvisers. The Fund’s Subadvisers are AQR Capital Management, LLC (AQR), Eaton Vance Management (Eaton Vance), Wasatch Advisors, Inc. (Wasatch) and Water Island Capital, LLC (Water Island). Columbia Management, subject to the oversight of the Fund’s Board of Trustees, determines the allocation of the Fund’s assets to each sleeve, and may change these allocations at any time. Columbia Management and the Subadvisers act independently of each other and use their own methodologies for selecting investments.

As described below, the Subadvisers’ investment strategies and techniques may involve seeking exposure to capital markets; seeking to exploit disparities or inefficiencies in markets, geographical areas and companies; seeking to take advantage of security mispricings or anticipated price movements; and/or seeking to benefit from cyclical themes and relationships or special situations and events (such as mergers, acquisitions or reorganizations). Such strategies are subject to risks that are relatively unrelated to the broad equity and fixed income markets.

The Fund may employ both long (an ordinary purchase) and short (described below) positions in equity securities (including common stock, preferred stock and convertible securities), fixed-income securities (including sovereign and quasi-sovereign debt obligations, corporate bonds, notes and debentures), derivative instruments (including futures, forwards, swaps and commodity-linked investments) and exchange-traded funds (ETFs). When the Fund takes a short position, it typically sells a currency, security or other asset that it has borrowed in anticipation of a decline in the price of the asset. A sleeve may at any time have either a net long exposure or a net short exposure to markets, and neither the sleeves nor the Fund’s portfolio as a whole will be managed to maintain any fixed net long or net short market exposure. To close out a short position, the Fund buys back the same security or other asset in the market and returns it to the lender. If the price of the security or other asset falls sufficiently, the Fund will make money. If it instead increases in price, the Fund will lose money.

The Fund may invest in early stage companies and initial public offerings (IPOs). The Fund may invest in companies of any market capitalization and may invest without limitation in foreign securities or instruments and currencies, including investments in emerging market instruments. The Fund may invest in fixed income securities of any maturity (and does not seek to maintain a particular dollar-weighted average maturity) and of any credit quality, including investments that are rated below investment-grade (commonly referred to as “high yield securities” or “junk bonds”) or, if unrated, deemed by the Investment Manager or applicable Subadviser, as the case may be, to be of comparable quality. The Fund may also engage in repurchase agreements and reverse repurchase agreements.

It is anticipated that the Fund will make substantial use of derivatives, including both exchange-traded and over-the-counter (OTC) instruments. The Fund may invest in commodity-linked investments (including, but not limited to, commodity-linked futures, structured notes and swaps on commodity futures), futures (including, but not limited to, currency, equity, fixed income, index and interest rate futures), forward foreign currency contracts, forward rate agreements, options (including, but not limited to, options on currencies, equities, interest rates and swaps, which are commonly referred to as “swaptions”) and swaps (including, but not limited to, swaps on commodity and fixed income futures and credit default, cross-currency, interest rate and total return swaps). The Fund may use these derivatives in an effort to produce incremental earnings and enhance total return, to hedge existing positions, to increase market or credit exposure (including using derivatives as a substitute for the purchase or sale of the underlying security or other asset), to

manage certain investment risks and/or as a substitute for the purchase or sale of securities, currencies or commodities, and/or to change the Fund’s effective duration. One or more of the strategies used by the Fund and the Subsidiaries may result in leveraged exposure in general and to one or more specific asset classes.

The Fund may invest in securities and instruments, including derivatives, indirectly through two offshore, wholly-owned subsidiaries organized under the laws of the Cayman Islands (each, a Subsidiary) and managed by Columbia Management. One Subsidiary is subadvised by AQR and one is subadvised by Eaton Vance. Both Subsidiaries have substantially the same investment objective as the Fund and their investments are consistent with the Fund’s investment restrictions applied on a “look through” basis. Generally, the Subsidiaries will invest mainly in futures and/or swaps, including, but not limited to, commodity-related futures, swaps and swaps on commodity futures, but they may also make any other investments the Fund may make, including investments intended to serve as margin or collateral for the Subsidiary’s derivative positions. Unlike the Fund (which is subject to limitations under U.S. federal tax laws), the Subsidiaries may invest without limitation in commodity-linked derivatives; however, the Fund and its Subsidiaries will comply on a consolidated basis with asset coverage or segregation requirements. AQR and Eaton Vance are expected to invest no more than 25% of the total assets of their respective sleeves in the Subsidiary that they subadvise and the Fund, in the aggregate, will not invest more than 25% of its total assets in the Subsidiaries.

The Fund expects to hold a significant amount of cash, money market instruments (which may include investments in one or more affiliated or unaffiliated money market funds or similar vehicles), other high-quality, short-term investments or mortgage-backed securities, or other liquid assets to meet its segregation obligations as a result of its investments in derivatives.

The Subsidiaries’ commodity-linked investments are expected to produce leveraged exposure to the performance of the commodities markets. In addition to its investments in commodity-linked derivative instruments, the Fund may, through investments in Subsidiaries, invest directly in physical commodities, including but not limited to, gold, silver, platinum and palladium.

Each sleeve manager’s investment strategy may involve the frequent trading of portfolio securities or instruments, which may increase brokerage and other transaction costs and have adverse tax consequences.

The Fund is non-diversified, which means that it can invest a greater percentage of its assets in a single issuer than can a diversified fund.

The AQR Sleeve—Managed Futures Strategy

AQR invests its sleeve primarily in a portfolio of futures contracts and futures-related instruments including, but not limited to, global developed and emerging market equity index futures, swaps on equity index futures and total return swaps on equity indices; global developed and emerging market currency forwards; commodity futures and swaps on commodity futures; interest rate futures, bond futures and swaps on bond futures, either by investing directly in those instruments or indirectly by investing in a Subsidiary. AQR may invest this sleeve without limit in foreign instruments, including emerging market instruments. The sleeve’s universe of investments includes futures, futures-related instruments, global developed and emerging market exchange traded futures, exchange traded notes and forward contracts across four major asset classes (commodities, currencies, fixed income and equities); however, this universe of investments may change as market conditions change and as these instruments evolve over time. The investment return of AQR’s sleeve is expected to be derived principally from changes in the value of securities.

AQR uses proprietary quantitative models to identify price trends in equity, fixed income, currency and commodity instruments. Once AQR identifies a trend, the sleeve will take either a long or short position in the given instrument. The size of the position taken will relate to AQR’s confidence in the trend continuing as well as AQR’s estimate of the instrument’s risk. In addition, AQR may reduce the sleeve’s position in an instrument if the trend strength weakens or for risk management purposes. AQR generally expects that its sleeve will have long and short positions across all four major asset classes (commodities, currencies, fixed income and equities), but AQR may emphasize one or two of the asset classes or a limited number of exposures within an asset class.

AQR expects the value of sleeve assets over short-term periods to be volatile because of the significant use of instruments that have a leveraging effect. Volatility is a statistical measurement of the magnitude of up and down asset price fluctuations over time.

The Eaton Vance Sleeve—Global Macro Advantage Strategy

With respect to its sleeve, Eaton Vance invests in securities, derivatives and other instruments to establish long and short investment exposures around the world. Eaton Vance normally invests in multiple countries and may have significant exposure to foreign currencies. Eaton Vance’s long and short investments primarily are sovereign exposures, including sovereign debt, currencies, and interest rates. Eaton Vance may also invest in corporate debt and equity issuers, both foreign and domestic, including banks, and commodities-related investments. Eaton Vance’s investments may be highly concentrated in a geographic region or country and typically a portion will be invested in emerging market countries. Eaton Vance may invest in fixed income securities, a wide variety of derivative instruments, commodities-related investments and equity securities. Eaton Vance expects to achieve certain exposures primarily through derivative transactions, including, but not limited to, foreign exchange forward contracts; futures on securities, indices, currencies, commodities, and other investments; options; interest rate swaps, cross-currency swaps, total return swaps; and credit default swaps, each of which may create economic leverage. Eaton Vance may engage in repurchase agreements, reverse repurchase agreements, forward commitments, short sales and securities lending.

Eaton Vance utilizes macroeconomic and political analysis to identify investment opportunities throughout the world, including in both developed and emerging markets. Eaton Vance seeks to identify countries and currencies it believes have potential to outperform investments in other countries and currencies, and to anticipate changes in global economies, markets, political conditions and other factors for this purpose.

Eaton Vance employs an absolute return investment approach. Absolute return strategies benchmark their performance primarily against short-term cash instruments, adjusting to compensate for the amount of investment risk assumed. Relative return strategies, by contrast, seek to outperform a designated stock, bond or other market index, and measure their performance primarily in relation to such benchmark. Over time, the investment performance of absolute return strategies is intended to be substantially independent of longer term movements in the stock and bond market.

The Water Island Sleeve—Multi-Event Arbitrage Strategies

Water Island invests this sleeve in equity and debt securities of companies the prices of which Water Island believes are being or will be impacted by a corporate event. Specifically, Water Island employs investment strategies designed to capture price movements generated by publicly announced or anticipated corporate events such as mergers, acquisitions, asset sales, restructurings, refinancings, recapitalizations, reorganizations or other special situations.

Water Island may utilize investment strategies such as merger arbitrage, convertible arbitrage and capital structure arbitrage in order to profit from event-driven opportunities. These investment strategies are described more fully below.

Merger Arbitrage seeks to profit from the successful completion of mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations and other corporate reorganizations. The most common arbitrage activity, and the approach Water Island generally will use, involves purchasing the shares of an announced acquisition target company at a discount to their expected value upon completion of the acquisition. Water Island may engage in short sales when the terms of a proposed acquisition call for the exchange of common stock and/or other securities.

Convertible Arbitrage seeks to profit from pricing discrepancies between an issuer’s convertible securities and its underlying equity. The most common convertible arbitrage approach, and the strategy Water Island generally will use, matches a long position in the convertible security with a short position in the underlying common stock. Water Island seeks to purchase convertible securities at discounts to their expected future values and sell shares of the underlying common stock short in order to hedge against equity market movements. The positions are typically designed to earn income from coupon or dividend payments, and from the short sale of common stock.

Capital Structure Arbitrage seeks to profit from pricing discrepancies between related debt and/or equity securities. For example, Water Island may purchase a senior secured

security of an issuer and sell short an unsecured security of the same issuer. In this example, the trade would be profitable if credit quality spreads widened or if the issuer went bankrupt and the recovery rate for the senior debt was higher. It is expected that positions will be liquidated when pricing discrepancies disappear.

Water Island continuously monitors its investments and evaluates each investment’s risk/return profile, on both an investment and sleeve level, taking into account the availability of other event-driven opportunities. As a result of this continuous examination of investment conditions, Water Island will not necessarily use each of its available strategies (principal and non-principal) at a particular time, but rather will allocate its investments according to what Water Island believes are the best risk-adjusted opportunities available.

When determining whether to sell or cover a security, Water Island continuously reviews and rationalizes each investment’s risk versus its reward relative to its predetermined exit strategy. Water Island will sell or cover a security when the securities of the companies involved in the transaction do not meet its expected return criteria in light of prevailing market prices and the relative risks of the situation.

The Wasatch Sleeve—Equity Long/Short Strategy

Wasatch invests this sleeve primarily in equity securities by maintaining long equity positions and short equity positions. Wasatch seeks to achieve higher risk-adjusted returns with lower volatility compared to the equity markets in general (as represented by the S&P 500 ^® Index). Under normal market conditions, Wasatch invests its sleeve’s assets typically in the equity securities of companies with market capitalizations of at least $100 million at the time of purchase that Wasatch has identified as being undervalued (“long” equity positions) and sells short those securities (“short” equity positions) that Wasatch has identified as being overvalued.

Wasatch believes that the best opportunities to invest arise when the market’s perception of the values of individual companies (measured by the stock price) differs widely from Wasatch’s assessment of the intrinsic values of such companies. Wasatch also believes that opportunities to invest in undervalued and overvalued stocks arise due to a variety of market inefficiencies including:

•

Changes in market participant psychology and circumstances.

•

Imperfect information.

•

Forecasts and projections by Wall Street analysts and company representatives that differ from Wasatch’s forecasts and projections.

When evaluating a potential long or short investment for the Fund, Wasatch employs a comprehensive valuation analysis intended to establish a range for fair valuation or intrinsic company value, with particular emphasis on company fundamentals.

Wasatch intends to engage in short sales of securities of companies that it believes:

•

Have earnings that appear to be reflected in the current price.

•

Are likely to fall short of market expectations.

•

Are in industries exhibiting weaknesses.

•

Have poor management.

•

Are likely to suffer an event affecting long-term earnings.

Wasatch may invest in derivatives, such as options, in order to hedge risk. In addition, Wasatch may invest in fixed income securities, including corporate notes, bonds and debentures, including those rated below investment grade. The Wasatch sleeve may invest a large percentage of its assets in relatively few sectors, and the sleeve is expected to have a high turnover rate.

Columbia Management—Liquidity Strategy Sleeve

Principal Risks

•

other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders holding shares in a taxable account. Other risks arise from the Fund’s potential inability to terminate or to sell derivative positions. A liquid secondary market may not always exist for the Fund’s derivative positions at times when the Fund might wish to terminate or to sell such positions. Over-the-counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. The use of derivatives also involves the risks of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, reference rate or index. The Fund also may not be able to find a suitable derivative transaction counterparty, and thus may be unable to engage in derivative transactions when it is deemed favorable to do so, or at all. U.S. federal legislation has recently been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the derivatives market. While the ultimate impact is not yet clear, these changes could restrict and/or impose significant costs or other burdens upon the Fund’s participation in derivatives transactions. For more information on the risks of derivative investments and strategies, see the Statement of Additional Information.

•

Derivatives Risk – Credit Default Swaps – The Fund may enter into credit default swaps for investment purposes, for risk management (hedging) purposes, and to increase investment flexibility. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer’s failure to make timely payments of interest or principal, bankruptcy or restructuring. A credit default swap may be embedded within a structured note or other derivative instrument. Swaps can involve greater risks than direct investment in the underlying securities, because swaps subject the Fund to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument, and pricing risk (i.e., swaps may be difficult to value). In addition, it may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses. If the Fund is selling credit protection, there is a risk that a credit event will occur and that the Fund will have to pay the counterparty. If the Fund is buying credit protection, there is a risk that no credit event will occur and the Fund will receive no benefit for the premium paid.

•

Derivatives Risk – Forward Foreign Currency Contracts – The Fund may enter into forward foreign currency contracts, which are a type of derivative contract, whereby the Fund may agree to buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. These currency contracts may change in value due to foreign market fluctuations or foreign currency value fluctuations. The effectiveness of any currency hedging strategy by a Fund may be reduced by the Fund’s inability to precisely match forward contract amounts and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. When entering into forward foreign currency contracts for investment purposes, unanticipated changes in the currency markets could result in reduced performance for the Fund. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the Fund converts its foreign currencies into U.S. dollars it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market.

•

Derivatives Risk – Forward Rate Agreements – Under forward rate agreements, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. The Fund may act as a buyer or a seller.

•

Derivatives Risk – Futures Contracts – The Fund may buy or sell futures. A futures contract is a sales contract between a buyer (holding the “long” position) and a seller (holding the “short” position) for an asset with delivery deferred until a future date. The buyer agrees to pay a fixed price at the agreed future date and the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited

from executing a trade outside the daily permissible price movement.

•

Derivatives Risk – Interest Rate Swaps – The Fund may enter into interest rate swap agreements to seek to obtain or preserve a desired return or spread at a lower cost than through a direct investment in an instrument that yields the desired return or spread. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and other foreign interest rates. A swap agreement can increase or decrease the volatility of the Fund’s investments and its net asset value. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged, are subject to the risk that a counterparty becomes bankrupt or otherwise fails to perform its obligations, may be difficult to value and may not be possible for the Fund to liquidate at an advantageous time or price, which may result in significant losses.

•

Derivatives Risk – Options – The Fund may buy and sell call and put options, including options on currencies, interest rates and swap agreements (commonly referred to as swaptions), for investment purposes, for risk management (hedging) purposes, and to increase investment flexibility. If the Fund sells a put option, there is a risk that the Fund may be required to buy the underlying asset at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying asset at a disadvantageous price, and if the call option sold is not covered (for example, by owning the underlying asset), the Fund’s losses are theoretically unlimited.

•

Derivatives Risk – Total Return Swaps – In a total return swap transaction, one party agrees to pay the other party an amount equal to the total return of a defined underlying asset (such as an equity security or basket of such securities) or a non-asset reference (such as an index) during a specified period of time. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return from a different underlying asset or non-asset reference. Total return swaps could result in losses if the underlying asset or reference does not perform as anticipated. Such transactions can have the potential for unlimited losses. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged, are subject to counterparty credit risk, may be difficult to value, and may not be possible to liquidate at an advantageous time or price, which may result in significant losses.

•

issuer’s taxing authority may be subject to legal limits on the issuer’s power to increase taxes or otherwise to raise revenue, or may be dependent on legislative appropriation or government aid. Certain debt securities are backed only by revenues derived from a particular project or source, rather than by an issuer’s taxing authority, and thus may have a greater risk of default.

•

Low and Below Investment Grade Securities Risk – Debt securities with the lowest investment grade rating (e.g., BBB by Standard & Poor’s, a division of the McGraw-Hill Companies, Inc. (S&P), or Fitch, Inc. (Fitch) or Baa by Moody’s Investors Service, Inc. (Moody’s)), or that are below investment grade (which are commonly referred to as “junk bonds”) (e.g., BB or below by S&P or Fitch or Ba by Moody’s) and unrated securities of comparable quality are more speculative than securities with higher ratings and may experience greater price fluctuations. These securities tend to be more sensitive to credit risk than higher-rated securities, particularly during a downturn in the economy, which is more likely to weaken the ability of the issuers to make principal and interest payments on these securities. These securities typically pay a premium – a higher interest rate or yield – because of the increased risk of loss, including default. These securities also are generally less liquid than higher-rated securities. The securities ratings provided by Moody’s, S&P and Fitch are based on analyses by these ratings agencies of the credit quality of the securities and may not take into account every risk related to whether interest or principal will be timely repaid.

•

Commodity-Related Investment Risk – The value of commodities investments will generally be affected by overall market movements, commodity index volatility and factors specific to a particular industry or commodity, which may include weather, embargoes, tariffs, livestock disease, changes in storage costs, and economic health, political, international regulatory and other developments. Economic and other events (whether real or perceived) can reduce the demand for commodities, which may reduce market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Exposure to commodities and commodities markets may subject the Fund to greater volatility than investments in traditional securities. No active trading market may exist for certain commodities investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments. Price movements in the commodities market may be speculative. Certain types of commodities instruments (such as total return swaps and commodity-linked notes) are subject to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument. Subsidiaries making commodity-related investments will not be subject to U.S. laws (including securities laws) and their

protections. Further, they will be subject to the laws of a foreign jurisdiction, and may be adversely affected by developments in that jurisdiction.

•

Geographic Concentration Risk – The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting companies and countries within the specific geographic regions in which the Fund invests. The Fund may be more volatile than a more geographically diversified fund.

•

Quantitative Model Risk – The Fund may use quantitative methods to select investments. Securities or other investments selected using quantitative methods may perform differently from the market as a whole or from their expected performance for many reasons, including factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others. Any errors or imperfections in the Investment Manager’s or a sub-adviser’s quantitative analyses or models, or in the data on which they are based, could adversely affect the ability of the Investment Manager or a sub-adviser to use such analyses or models effectively, which in turn could adversely affect the Fund’s performance. There can be no assurance that these methodologies will help the Fund to achieve its objective.

•

Reverse Repurchase Agreements Risk – Reverse repurchase agreements are agreements in which a Fund sells a security to a counterparty, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at a mutually agreed upon price and time. Reverse repurchase agreements carry the risk that the market value of the security sold by the Fund may decline below the price at which the Fund must repurchase the security. Reverse repurchase agreements also may be viewed as a form of borrowing.

•

Repurchase Agreements Risk – Repurchase agreements are agreements in which the seller of a security to the Fund agrees to repurchase that security from the Fund at a mutually agreed upon price and time. Repurchase agreements carry the risk that the counterparty may not fulfill its obligations under the agreement. This could cause the Fund’s income and the value of your investment in the Fund to decline.

•

Short Selling Risk – The Fund may make short sales, which involve selling a security or other assets the Fund does not own in anticipation that its price will decline. Short positions introduce more risk to the Fund than long positions (where the Fund owns the security) because the maximum sustainable loss on a security purchased (held long) is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum price of the shorted security when purchased in the open market. Therefore, in theory, securities sold short have unlimited risk. The Fund may also take a short position in a derivative instrument, such as a future, forward or swap. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying instrument. The Fund’s use of short sales in effect “leverages” the Fund, as the Fund may use the cash proceeds from short sales to invest in additional long positions.

•

Risk of Investing in Wholly-Owned Subsidiary – By investing in one or more wholly-owned subsidiaries organized under the laws of the Cayman Islands (any such subsidiary, the Subsidiary), the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the 1940 Act), and is not subject to all the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund and the Subsidiary are both managed by the Investment Manager and subadvised by a Subadviser. The Fund’s Board of Trustees oversees the investment activities of the Fund, including its investment in a Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. In managing the Subsidiary’s investment portfolio, the Investment Manager will manage the Subsidiary’s portfolio in accordance with the Fund’s investment policies and restrictions. Changes in

the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and SAI and could adversely affect the Fund and its shareholders.

•

Tax Risk – As a regulated investment company, the Fund must derive at least 90% of its gross income for each taxable year from sources treated as “qualifying income” under the Internal Revenue Code of 1986, as amended. The Fund generally intends to gain exposure to the commodities markets through investments that give rise to qualifying income, by investing directly in commodity-linked instruments that the Fund believes give rise to qualifying income, or indirectly through its investments in the Subsidiaries, which, in turn, would invest in commodities or commodity-linked instruments. Each Subsidiary intends to operate in such a manner that the 90% gross income requirement in respect of the Fund is satisfied. The Fund must also meet certain asset diversification requirements in order to qualify as a regulated investment company, including investing no more than 25% of its total assets in the Subsidiaries as of the end of each quarter of its taxable year. If the Fund does not appropriately limit its commodity-linked investments, including its investments in the Subsidiaries, or if such investments are recharacterized for U.S. federal income tax purposes, the Fund may be unable to qualify as a regulated investment company for one or more years, which would adversely affect the value of the Fund. In this event, the Fund’s Board of Trustees may authorize a significant change in investment strategy or the Fund’s liquidation. See Taxes below for more information about the Fund’s status as a regulated investment company.

•

Non-Diversified Mutual Fund Risk – The Fund is non-diversified, which generally means that it may invest a greater percentage of its total assets in the securities of fewer issuers than may a “diversified” fund. This increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a diversified fund holding a greater number of investments. Accordingly, the Fund’s value will likely be more volatile than the value of more diversified funds. The Fund may not operate as a non-diversified fund at all times.

•

Sovereign Debt Risk – A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject.

With respect to sovereign debt of emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis that led to defaults and the restructuring of certain indebtedness.

Performance Information

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available, the Fund intends to compare its performance to the performance of the Citigroup 3-month U.S. Treasury Bill Index, which is an unmanaged index that represents the performance of three-month Treasury bills. The index reflects reinvestment of all distributions and changes in market prices.

Investment Adviser and Portfolio Manager(s)


Investment Manager

Columbia Management Investment Advisers, LLC

Investment Subadvisers		AQR Portfolio Managers

AQR Capital Management, LLC		Clifford S. Asness, Ph.D. Co-manager. Service with the Fund since 2012.

Eaton Vance Management		John M. Liew, Ph.D. Co-manager. Service with the Fund since 2012.

Wasatch Advisors, Inc.		Brian K. Hurst Co-manager. Service with the Fund since 2012.

Water Island Capital, LLC		Yao Hua Ooi Co-manager. Service with the Fund since 2012.

		Eaton Vance Portfolio Managers

		Mark S. Venezia, CFA Co-manager. Service with the Fund since 2012.

		John Baur Co-manager. Service with the Fund since 2012.

		Michael Cirami, CFA Co-manager. Service with the Fund since 2012.

		Eric Stein, CFA Co-manager. Service with the Fund since 2012.

		Wasatch Portfolio Managers

		Michael Shinnick Co-manager. Service with the Fund since 2012.

		Ralph Shive, CFA Co-manager. Service with the Fund since 2012.

		Water Island Portfolio Managers

		John S. Orrico, CFA Co-manager. Service with the Fund since 2012.

		Todd Munn Co-manager. Service with the Fund since 2012.

		Roger Foltynowicz, CAIA Co-manager. Service with the Fund since 2012.

		Gregg Loprete Co-manager. Service with the Fund since 2012.

Purchase and Sale of Fund Shares

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

Additional Investment Strategies and Policies

Changing the Fund’s Investment Objective and Policies

Investment Guidelines

Holding Other Kinds of Investments

Investing in Affiliated Funds

Investing in Money Market Funds

Federal Deposit Insurance Corporation (FDIC) or any other government agency. The Fund and its shareholders indirectly bear a portion of the expenses of any money market fund or other fund in which the Fund may invest. The Investment Manager and its affiliates receive fees from any such funds that are affiliated funds for providing advisory and other services in addition to the fees which they are entitled to receive from the Fund for services provided directly.

Lending of Portfolio Securities

Portfolio Holdings Disclosure

The Fund’s complete portfolio holdings as of a month-end are disclosed approximately but no earlier than 30 calendar days after such month-end.

In addition, more current information concerning the Fund’s portfolio holdings as of specified dates also may be disclosed on the Columbia Funds’ website.

Investing Defensively

The Fund may from time to time take temporary defensive investment positions that may be inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, social or other conditions, including, without limitation, (i) investing some or all of its assets in money market instruments or shares of affiliated or unaffiliated money market funds, (ii) holding some or all of its assets in cash or cash equivalents, or (iii) investing in derivatives, such as futures (e.g., index futures) or options on futures, for various purposes, including among others, investing in particular derivatives to achieve indirect investment exposures to a sector, country or region where the Investment Manager believes such defensive positioning is appropriate. While the Fund is so positioned defensively, derivatives could comprise a substantial portion of the Fund’s investments. For information on the risks of investing in derivatives, see “Derivatives Risk” in the Principal Risks section of this prospectus.

Mailings to Households

Additional Information on Portfolio Turnover

A mutual fund that replaces, or turns over, more than 100% of its investments in a year is considered to have a high portfolio turnover rate. A high portfolio turnover rate can generate

larger distributions of short-term capital gains to shareholders, which for individuals are generally taxable at higher rates than long-term capital gains for U.S. federal income tax purposes. A high portfolio turnover rate can also mean higher brokerage and other transaction costs, which could reduce a fund’s returns. In general, the greater the volume of buying and selling by a fund, the greater the impact that brokerage commissions will have on its returns. The Fund generally buys securities for capital appreciation, investment income or both. However, the Fund may sell securities regardless of how long they’ve been held.

More About Annual Fund Operating Expenses

The following information is presented in addition to, and should be read in conjunction with, the information on annual fund operating expenses included in this prospectus.

Management of the Fund

Primary Service Providers

The Investment Manager

The Fund pays the Investment Manager a fee for its investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly, as follows:

Annual Advisory Fee,

as a % of Average Daily Net Assets


Up to $500 million	1.020	%
$500 million to $1 billion	0.975	%
$1 billion to $3 billion	0.950	%
$3 billion to $6 billion	0.930	%
Over $6 billion	0.900	%

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreement with the Investment Manager will be available in the Fund’s first report to shareholders.

Subadviser(s)

The SEC has issued an order that permits the Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for the Fund without first obtaining shareholder approval (the Order). The Order permits the Fund to add or to change unaffiliated subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to

appoint or to change a subadviser, or to change the terms of a subadvisory agreement, the Investment Manager discloses to the Board the nature of any material relationships it has with a subadviser or its affiliates.

A discussion regarding the basis for the Board’s approval of the investment subadvisory agreement with each of AQR, Eaton Vance, Wasatch and Water Island will be available in the Fund’s first report to shareholders.

Portfolio Managers

AQR Capital Management, LLC

AQR is one of the Fund’s investment subadvisers. Located at Two Greenwich Plaza, 3rd Floor, Greenwich, CT 06830, AQR is an independent registered investment adviser. AQR was organized in 1998 and provides investment management services to registered investment companies, collective investment vehicles, private investment partnerships, foreign investment companies and separately managed accounts. As of December 31, 2011, AQR had approximately $43.6 billion under management.

AQR Portfolio Managers

Clifford S. Asness, Ph.D., John M. Liew, Ph.D., Brian K. Hurst and Yao Hua Ooi are the portfolio managers responsible for making the day-to-day investment decisions for AQR’s sleeve of the Fund. Information about the portfolio managers is shown in the table below. The SAI provides more information about each portfolio manager’s compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Clifford S. Asness, Ph.D.

Co-manager. Service with the Fund since 2012.

Portfolio Manager and Managing and Founding Principal of AQR. Prior to co-founding AQR in 1998, Dr. Asness was a Managing Director and Director of Quantitative Research for Goldman Sachs Asset Management. Dr. Asness earned a B.S. in Economics from the Wharton School and a B.S. in Engineering from the Moore School of Electrical Engineering at the University of Pennsylvania, as well as an M.B.A. and a Ph.D. in Finance from the University of Chicago.

John M. Liew, Ph.D.

Co-manager. Service with the Fund since 2012.

Portfolio Manager and Founding Principal of AQR. Prior to co-founding AQR in 1998, Dr. Liew was a Vice President and portfolio manager for Goldman Sachs Asset Management. Dr. Liew holds a B.A. in Economics, an M.B.A. and a Ph.D. in Finance from the University of Chicago.

Brian K. Hurst

Co-manager. Service with the Fund since 2012.

Portfolio Manager and Principal of AQR. Prior to joining AQR in 1998, Mr. Hurst was associated with Goldman, Sachs & Co. where he worked as an Associate in the Asset Management Division’s Quantitative Research Group (1994-1998). He received a B.S. in Economics at the Wharton School at the University of Pennsylvania in 1994.

Yao Hua Ooi

Co-manager. Service with the Fund since 2012.

Portfolio Manager and Principal of AQR. Prior to joining AQR in 2004, Mr. Ooi was a summer analyst in the Fixed Income group at UBS. He received a B.S. in Economics from the Wharton School and a B.S. in Engineering from The School of Engineering and Applied Science at the University of Pennsylvania in 2004.

Eaton Vance Management

Eaton Vance is one of the Fund’s investment subadvisers. Located at Two International Place, Boston, MA 02110, Eaton Vance is an independent registered investment adviser. Eaton Vance was organized in 1924 and provides investment management services to mutual funds, pension accounts and pooled investment accounts. As of December 31, 2011, Eaton Vance had over $184 billion under management.

Eaton Vance Portfolio Managers

Mark S. Venezia, CFA, John Baur, Michael Cirami, CFA and Eric Stein, CFA are the portfolio managers responsible for making the day-to-day investment decisions for Eaton Vance’s sleeve of the Fund. Information about the portfolio managers is shown in the table below. The SAI provides more information about each portfolio manager’s compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Mark S. Venezia, CFA

Co-manager. Service with the Fund since 2012.

Vice President and Portfolio Manager of Eaton Vance. He joined Eaton Vance in 1984 and is Director of Global Fixed Income and its founding global fixed income manager. Mr. Venezia began his investment career in 1979 and earned a B.A. from Stanford University, an M.B.A. from the University of Chicago and an M.A. from the University of Illinois.

John Baur

Co-manager. Service with the Fund since 2012.

Vice President and Portfolio Manager of Eaton Vance. He joined Eaton Vance in 2005. Mr. Baur began his investment career in 2004 and earned a B.S. from Massachusetts Institute of Technology and an M.B.A. with honors from Johnson Graduate School of Management at Cornell University.

Michael Cirami, CFA

Co-manager. Service with the Fund since 2012.

Vice President and Portfolio Manager of Eaton Vance. He joined Eaton Vance in 2003. Mr. Cirami began his investment career in 2000 and earned a B.S. cum laude from Mary Washington College and an M.B.A. with honors from Williams E. Simon School at the University of Rochester.

Eric Stein, CFA

Co-manager. Service with the Fund since 2012.

Vice President and Portfolio Manager of Eaton Vance. Mr. Stein originally joined Eaton Vance in 2002 and rejoined the firm in 2008. Mr. Stein began his investment career in 2002 and earned a B.S. from Boston University and an M.B.A. from University of Chicago Booth School of Business. He has previously been employed at the Federal Reserve Bank of New York and Citigroup Alternative Investments.

Wasatch Advisors, Inc.

Wasatch is one of the Fund’s investment subadvisers. Located at 150 Social Hall Avenue, 4th Floor, Salt Lake City, UT 84111, Wasatch is an employee-owned, registered investment adviser. Wasatch was organized in 1975 and provides investment management services to mutual funds, separately managed accounts, wrap program clients, sub-advised products and private venture funds. As of December 31, 2011, Wasatch had approximately $10.3 billion under management.

Wasatch Portfolio Managers

Michael Shinnick and Ralph Shive, CFA are the portfolio managers responsible for making the day-to-day investment decisions for Wasatch’s sleeve of the Fund. Information about the portfolio managers is shown in the table below. The SAI provides more information about each portfolio manager’s compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

Michael Shinnick

Co-manager. Service with the Fund since 2012.

Portfolio Manager of Wasatch. Mr. Shinnick joined Wasatch in 2008. Prior to joining Wasatch, Mr. Shinnick served as a Vice President and Portfolio Manager for 1st Source Corporation Investment Advisors, Inc., which Wasatch acquired in 2008. Mr. Shinnick began his investment career in 2001 and earned a B.A. from the University of Notre Dame.

Ralph Shive, CFA

Co-manager. Service with the Fund since 2012.

Portfolio Manager of Wasatch. Prior to joining Wasatch, Mr. Shive served as Vice President and Chief Investment Officer for 1st Source Corporation Investment Advisors, Inc., which Wasatch acquired in 2008. He began his investment career in 1976 and earned a B.S. from Southern Methodist University.

Water Island Capital, LLC

Water Island is one of the Fund’s investment subadvisers. Located at 41 Madison Avenue, 42nd floor, New York, NY 10010, Water Island is an independent, employee-owned registered investment adviser. Water Island was organized in 2000 and provides investment management services to mutual funds. As of December 31, 2011, Water Island had approximately $2.9 billion under management.

Water Island Portfolio Managers

John S. Orrico, CFA, Todd Munn, Roger Foltynowicz and Gregg Loprete are the portfolio managers responsible for making the day-to-day investment decisions for Water Island’s sleeve of the Fund. Information about the portfolio managers is shown in the table below. The SAI provides more information about each portfolio manager’s compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

John S. Orrico, CFA

Co-manager. Service with the Fund since 2012.

President and Portfolio Manager of Water Island. Mr. Orrico founded Water Island in 2000, began his investment career in 1982 and earned a B.A. from Georgetown University.

Todd Munn

Co-manager. Service with the Fund since 2012.

Portfolio Manager of Water Island. Mr. Munn joined Water Island in 2003. Mr. Munn began his investment career in 1993 and earned a B.S. from Gettysburg College and an M.B.A. from Fordham Graduate School of Business.

Roger Foltynowicz, CAIA

Co-manager. Service with the Fund since 2012.

Portfolio Manager of Water Island. Mr. Foltynowicz joined Water Island in 2003. Mr. Foltynowicz began his investment career in 2003 and earned a B.S. from Presbyterian College and an M.B.A. from Pace Graduate School of Business.

Gregg Loprete

Co-manager. Service with the Fund since 2012.

Portfolio Manager of Water Island. Mr. Loprete joined Water Island in 2009. Prior to joining Water Island, Mr. Loprete worked at Keefe, Bruyette & Woods as a convertible and preferred trader. Mr. Loprete began his investment career in 1993 and earned a B.A. from the University of Delaware and an M.B.A. from New York University.

The Administrator

Annual Administration Fee,

as a % of Average Daily Net Assets


Up to $500 million	0.080	%
$500 million to $1 billion	0.075	%
$1 billion to $3 billion	0.070	%
$3 billion to $12 billion	0.060	%
Over $12 billion	0.050	%

The Distributor

The Transfer Agent

Expense Reimbursement Arrangements

The Investment Manager and certain of its affiliates have contractually agreed to waive fees and/or reimburse expenses (excluding certain fees and expenses described below) through December 31, 2014, unless sooner terminated at the sole discretion of the Board, so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rate of:

Active Portfolios ^® Multi-Manager Alternative Strategies Fund


Class A			1.50	%

Other Roles and Relationships of Ameriprise Financial and its Affiliates—Certain Conflicts of Interest

Conflicts of interest and limitations that could affect a Columbia Fund may arise from, for example, the following:

•

compensation and other benefits received by the Investment Manager and other Ameriprise Financial affiliates related to the management/administration of a Columbia Fund and the sale of its shares;

•

separate and potentially divergent management of a Columbia Fund and other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates;

•

regulatory and other investment restrictions on investment activities of the Investment Manager and other Ameriprise Financial affiliates and accounts advised/managed by them;

•

insurance and other relationships of Ameriprise Financial affiliates with companies and other entities in which a Columbia Fund invests; and

•

regulatory and other restrictions relating to the sharing of information between Ameriprise Financial and its affiliates, including the Investment Manager, and a Columbia Fund.

Certain Legal Matters

About Class A Shares

Description of the Share Class

Funds Contact Information

*	The website references in this prospectus are intended to be inactive textual references and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.

FUNDamentals ^TM

Selling and/or Servicing Agents

Share Class Features

Eligible

Investors

and Minimum

Initial

Investments ^(a)

Investment

Limits

Conversion

Features

Front-End

Sales

Charges

Contingent

Deferred

Sales

Charges

(CDSCs)

Maximum
Distribution

and Service

(12b-1)

Fees

Non 12b-1

Service

Fees

none

0.25% distribution and/or service fees

none

^(a)	See Buying, Selling and Exchanging Shares – Transaction Rules and Policies for more details on the eligible investors and minimum initial and subsequent investment and account balance requirements.

Distribution and Service Fees

The table below shows the maximum annual distribution and/or service fees (as an annual % of average daily net assets) and the combined amount of such fees applicable to Class A shares:


	Distribution Fee			Service Fee			Combined Total
Class A		up to 0.25	%		up to 0.25	%		0.25	%

Selling Agent Compensation

Buying, Selling and Exchanging Shares

Share Price Determination

FUNDamentals ^TM

NAV Calculation

The Fund calculates its NAV as follows:


NAV	=	(Value of assets of the share class) — (Liabilities of the share class)
NAV	=	Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

Transaction Rules and Policies

Order Processing

“Good Form”

Medallion Signature Guarantees

A Medallion Signature Guarantee is required if:

•

The amount is greater than $100,000.

•

You want your check made payable to someone other than the registered account owner(s).

•

Your address of record has changed within the last 30 days.

•

You want the check mailed to an address other than the address of record.

•

You want the proceeds sent to a bank account not on file.

•

You are the beneficiary of the account and the account owner is deceased (additional documents may be required).

Customer Identification Program

Small Account Policy—Broker-Dealer and Wrap Fee Accounts

The Funds may automatically redeem at any time broker-dealer networked accounts and wrap fee accounts that have account balances of $20 or less or have less than one share.

Information Sharing Agreements

Excessive Trading Practices Policy of Non-Money Market Funds

Risks of Excessive Trading – Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:

•

negative impact on the Fund’s performance;

•

potential dilution of the value of the Fund’s shares;

•

losses on the sale of investments resulting from the need to sell securities at less favorable prices;

•

increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and

•

increased brokerage and administrative costs.

cause dilution in the value of Fund shares held by other shareholders.

Buying Shares

Eligible Investors

Minimum Initial Investments and Account Balances

There is a $500 minimum initial and no additional investment for the Fund’s shares.

Each Active Portfolio Fund reserves the right to modify its minimum investment and related requirements at any time, with or without prior notice.

Opening an Account and Placing Orders

Other Purchase Rules You Should Know

•

You generally buy Class A shares of Active Portfolio Funds at net asset value per share because no front-end sales charge applies to purchases of Class A shares of Active Portfolio Funds.

•

Selling agents are responsible for sending your buy orders to the Transfer Agent and ensuring that we receive your money on time.

•

Shares bought are recorded on the books of the Fund. The Fund doesn’t issue certificates.

Selling Shares

Other Redemption Rules You Should Know

•

Once the Transfer Agent or your selling agent receives your sell order in “good form,” your shares will be sold at the next calculated NAV per share.

•

No interest will be paid on uncashed redemption checks.

•

Other restrictions may apply to retirement accounts. For information about these restrictions, contact your retirement plan administrator.

•

The Fund reserves the right to redeem your shares if your account falls below the Fund’s minimum initial investment requirement.

Exchanging Shares

Other Exchange Rules You Should Know

•

Exchanges are made at the NAV next calculated after your exchange order is received in good form.

•

Once the Fund receives your exchange request, you cannot cancel it after the market closes.

•

Shares of the purchased Fund may not be used on the same day for another exchange or sale.

•

Class A shares of an Active Portfolio Fund may be exchanged for Class A shares of another Active Portfolio Fund.

•

You may make exchanges only into a Fund that is legally offered and sold in your state of residence. Contact the Transfer Agent or your selling agent for more information.

•

You generally may make an exchange only into a Fund that is accepting investments.

•

The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation).

•

Unless your account is part of a tax-advantaged arrangement, an exchange for shares of another Fund is a taxable event, and you may recognize a gain or loss for tax purposes.

•

You may only exchange shares of an Active Portfolio Fund for shares of another Columbia Fund if the other Columbia Fund is an Active Portfolio Fund.

In-Kind Distributions

Distributions and Taxes

Distributions to Shareholders

A mutual fund can make money two ways:

•

It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.

•

FUNDamentals ^TM

Distributions

Declaration and Distribution Schedule


Declarations		annually
Distributions		annually

The Fund may, however, declare or pay distributions of net investment income more frequently.

Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.

Taxes and Your Investment

You should be aware of the following considerations applicable to all Funds (unless otherwise noted):

•

Distributions generally are taxable to you when paid, whether they are paid in cash or automatically reinvested in additional Fund shares.

•

For taxable fixed income Funds: The Fund expects that distributions will consist primarily of ordinary income.

•

the Medicare contribution tax.

•

FUNDamentals ^TM

Taxes

Financial Highlights

Because Class A shares of the Fund have not commenced operations as of the date of this prospectus, no financial highlights are provided for this share class.

LOGO

Active Portfolios ^® Multi-Manager Alternative Strategies Fund

Class A Shares

Prospectus March 14, 2012

Additional Information About the Fund


By Mail:		Columbia Funds c/o Columbia Management Investment Services Corp. P.O. Box 8081 Boston, MA 02266-8081

By Telephone:		800.345.6611

Online:		www.columbiamanagement.com

Shareholder Communications with the Board

Information Provided by the SEC

FUNDamentals™ is a trademark of Ameriprise Financial.

The investment company registration number of Columbia Funds Series Trust I, of which the Fund is a series, is 811-04367.

225 Franklin Street, Boston, MA 02110

800.345.6611 www.columbiamanagement.com

C-1856-99 A (3/12)

Columbia Management ^®

COLUMBIA FUNDS SERIES TRUST I

STATEMENT OF ADDITIONAL INFORMATION

March 14, 2012


Fund
*Active Portfolios* ^® Multi-Manager Alternative Strategies Fund
Class A: CPASX
*Active Portfolios* ^® Multi-Manager Core Plus Bond Fund
Class A: CMCPX
*Active Portfolios* ^® Multi-Manager Small Cap Equity Fund
Class A: CSCEX
CMG Ultra Short Term Bond Fund
CMGUX
Columbia *Active Portfolios* ^® – Select Large Cap Growth Fund
Class A: CSLGX
Columbia Balanced Fund
Class A: CBLAX	Class B: CBLBX	Class C: CBLCX	Class R: CBLRX
Class R4: CLRFX	Class R5: CLREX	Class Z: CBALX
Columbia Bond Fund
Class A: CNDAX	Class B: CNDBX	Class C: CNDCX	Class I: CBNIX
Class R: CBFRX	Class T: CNDTX	Class W: CBDWX	Class Y: CBFYX
Class Z: UMMGX
Columbia California Tax-Exempt Fund
Class A: CLMPX	Class B: CCABX	Class C: CCAOX	Class Z: CCAZX
Columbia Connecticut Intermediate Municipal Bond Fund
Class A: LCTAX	Class B: LCTBX	Class C: LCTCX	Class T: GCBAX
Class Z: SCTEX
Columbia Connecticut Tax-Exempt Fund
Class A: COCTX	Class B: CCTBX	Class C: CCTCX	Class Z: CCTZX
Columbia Contrarian Core Fund
Class A: LCCAX	Class B: LCCBX	Class C: LCCCX	Class I: CCCIX
Class R: CCCRX	Class R4: CCRFX	Class T: SGIEX	Class W: CTRWX
Class Z: SMGIX
Columbia Corporate Income Fund
Class A: LIIAX	Class B: CIOBX	Class C: CIOCX	Class I: CPTIX
Class W: CPIWX	Class Z: SRINX
Columbia Dividend Income Fund
Class A: LBSAX	Class B: LBSBX	Class C: LBSCX	Class I: CDVIX
Class R: CDIRX	Class T: GEQAX	Class W: CDVWX	Class Z: GSFTX
Columbia Emerging Markets Fund
Class A: EEMAX	Class C: EEMCX	Class I: CEHIX	Class R: CEMRX
Class W: CEMWX	Class Z: UMEMX
Columbia Energy and Natural Resources Fund
Class A: EENAX	Class B: CEGBX	Class C: EENCX	Class I: CERIX
Class R: CETRX	Class R4: CEGFX	Class Z: UMESX
Columbia Greater China Fund
Class A: NGCAX	Class B: NGCBX	Class C: NGCCX	Class I: CCINX
Class Z: LNGZX
Columbia High Yield Municipal Fund
Class A: LHIAX	Class B: CHMBX	Class C: CHMCX	Class Z: SRHMX

C-6517 V (3/12)


Fund
Columbia High Yield Opportunity Fund
Class A: COLHX	Class B: COHBX	Class C: CHYCX	Class Z: LHYZX
Columbia Intermediate Bond Fund
Class A: LIBAX	Class B: LIBBX	Class C: LIBCX	Class I: CIMIX
Class R: CIBRX	Class W: CIBWX	Class Z: SRBFX
Columbia Intermediate Municipal Bond Fund
Class A: LITAX	Class B: LITBX	Class C: LITCX	Class T: GIMAX
Class Z: SETMX
Columbia International Bond Fund
Class A: CNBAX	Class C: CNBCX	Class I: CIBIX	Class Z: CNBZX
Columbia Large Cap Growth Fund
Class A: LEGAX	Class B: LEGBX	Class C: LEGCX	Class E: CLGEX
Class F: CLGFX	Class I: CLGIX	Class R: CGWRX	Class R4: CLRUX
Class R5: CLWFX	Class T: GAEGX	Class W: CLGWX	Class Y: CGFYX
Class Z: GEGTX
Columbia Massachusetts Intermediate Municipal Bond Fund
Class A: LMIAX	Class B: LMIBX	Class C: LMICX	Class T: GMBAX
Class Z: SEMAX
Columbia Massachusetts Tax-Exempt Fund
Class A: COMAX	Class B: CMABX	Class C: COMCX	Class Z: CMSZX
Columbia Mid Cap Growth Fund
Class A: CBSAX	Class B: CBSBX	Class C: CMCCX	Class I: CMTIX
Class R: CMGRX	Class R5: CMGVX	Class T: CBSTX	Class W: CMRWX
Class Y: CMGYX	Class Z: CLSPX
Columbia New York Intermediate Municipal Bond Fund
Class A: LNYAX	Class B: LNYBX	Class C: LNYCX	Class T: GANYX
Class Z: GNYTX
Columbia New York Tax-Exempt Fund
Class A: COLNX	Class B: CNYBX	Class C: CNYCX	Class Z: CNYZX
Columbia Oregon Intermediate Municipal Bond Fund
Class A: COEAX	Class B: COEBX	Class C: CORCX	Class Z: CMBFX
Columbia Pacific/Asia Fund
Class A: CASAX	Class C: CASCX	Class I: CPCIX	Class Z: USPAX
Columbia Real Estate Equity Fund
Class A: CREAX	Class B: CREBX	Class C: CRECX	Class I: CREIX
Class R: CRSRX	Class R4: CRRFX	Class R5: CRRVX	Class W: CREWX
Class Z: CREEX
Columbia Select Large Cap Growth Fund
Class A: ELGAX	Class C: ELGCX	Class I: CSPIX	Class R: URLGX
Class W: CSLWX	Class Z: UMLGX
Columbia Select Small Cap Fund
Class A: ESCAX	Class C: ESCCX	Class R: URLCX	Class Z: UMLCX
Columbia Small Cap Core Fund
Class A: LSMAX	Class B: LSMBX	Class C: LSMCX	Class I: CPOIX
Class T: SSCEX	Class W: CSCWX	Class Z: SMCEX
Columbia Small Cap Growth Fund I
Class A: CGOAX	Class B: CGOBX	Class C: CGOCX	Class I: CSWIX
Class R: CCRIX	Class Y: CSGYX	Class Z: CMSCX
Columbia Small Cap Value Fund I
Class A: CSMIX	Class B: CSSBX	Class C: CSSCX	Class I: CVUIX
Class R: CSVRX	Class Y: CSVYX	Class Z: CSCZX


Fund
Columbia Strategic Income Fund
Class A: COSIX	Class B: CLSBX	Class C: CLSCX	Class R: CSNRX
Class R4: CSIVX	Class R5: CTIVX	Class W: CTTWX	Class Z: LSIZX
Columbia Strategic Investor Fund
Class A: CSVAX	Class B: CSVBX	Class C: CSRCX	Class I: CEVIX
Class R: CSGRX	Class W: CTVWX	Class Y: CLSYX	Class Z: CSVFX
Columbia Tax-Exempt Fund
Class A: COLTX	Class B: CTEBX	Class C: COLCX	Class Z: CTEZX
Columbia Technology Fund
Class A: CTCAX	Class B: CTCBX	Class C: CTHCX	Class Z: CMTFX
Columbia U.S. Treasury Index Fund
Class A: LUTAX	Class B: LUTBX	Class C: LUTCX	Class I: CUTIX
Class Z: IUTIX
Columbia Value and Restructuring Fund
Class A: EVRAX	Class C: EVRCX	Class I: CVRIX	Class R: URBIX
Class W: CVRWX	Class Z: UMBIX

This Statement of Additional Information (SAI) is not a prospectus, is not a substitute for reading any prospectus and is intended to be read in conjunction with a Fund’s current prospectus. The most recent annual report for each Fund that has been in operation for a fiscal year and has produced an annual report, which includes the Fund’s audited financial statements for its most recent fiscal period, is incorporated by reference into this SAI.

Copies of the Funds’ current prospectuses and annual and semi-annual reports may be obtained without charge by writing Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081, by calling Columbia Funds at 800.345.6611 or by visiting the Columbia Funds website at www.columbiamanagement.com.

TABLE OF CONTENTS


SAI PRIMER		1
ABOUT THE TRUST		6
ABOUT THE FUNDS’ INVESTMENTS		13
Certain Investment Activity Limits		13
Fundamental and Non-Fundamental Investment Policies		13
Permissible Investments and Related Risks		18
Borrowings		60
Short Sales		60
Lending of Portfolio Securities		62
Portfolio Turnover		63
Disclosure of Portfolio Information		63
INVESTMENT ADVISORY AND OTHER SERVICES		70
The Investment Manager and Investment Advisory Services		70
The Subadvisers and Investment Subadvisory Services		94
The Administrator		110
Pricing and Bookkeeping Services		114
The Principal Underwriter/Distributor		118
	Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest	126
Other Services Provided		130
Distribution and Servicing Plans		132
Expense Limitations		138
Codes of Ethics		140
Proxy Voting Policies and Procedures		141
FUND GOVERNANCE		143
The Board		143
The Officers		159
BROKERAGE ALLOCATION AND OTHER PRACTICES		162
General Brokerage Policy, Brokerage Transactions and Broker Selection		162
Brokerage Commissions		164
Directed Brokerage		166
Securities of Regular Broker-Dealers		168
Additional Shareholder Servicing Payments		170
Additional Selling and/or Servicing Agent Payments		172
Performance Disclosure		174
CAPITAL STOCK AND OTHER SECURITIES		176
Description of the Trust’s Shares		176
PURCHASE, REDEMPTION AND PRICING OF SHARES		180
Purchase and Redemption		180
Offering Price		181
TAXATION		183
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS		204
LEGAL PROCEEDINGS		279
APPENDIX A—DESCRIPTIONS OF SECURITIES RATINGS		A-1
APPENDIX B—PROXY VOTING GUIDELINES		B-1
APPENDIX C—MORE INFORMATION ABOUT CHOOSING A SHARE CLASS		C-1
APPENDIX D—DESCRIPTION OF STATE RISK FACTORS		D-1
APPENDIX E—LEGACY COLUMBIA FUNDS		E-1
APPENDIX F—LEGACY RIVERSOURCE FUNDS		F-1

SAI PRIMER

The SAI is a part of the Funds’ registration statement that is filed with the SEC. The registration statement includes the Funds’ prospectuses, the SAI and certain exhibits. The SAI, and any supplements to it, can be found online at www.columbiamanagement.com, or by accessing the SEC’s website at www.sec.gov.

The SAI generally provides additional information about the Funds that is not required to be in the Funds’ prospectuses. The SAI expands discussions of certain matters described in the Funds’ prospectuses and provides certain additional information about the Funds that may be of interest to some investors. Among other things, the SAI provides information about:

•

the organization of the Trust;

•

the Funds’ investments;

•

the Funds’ investment adviser, investment subadviser(s) (if any) and other service providers, including roles and relationships of Ameriprise Financial and its affiliates, and conflicts of interest;

•

the governance of the Funds;

•

the Funds’ brokerage practices;

•

the share classes offered by the Funds;

•

the purchase, redemption and pricing of Fund shares; and

•

the application of U.S. federal income tax laws.

Investors may find this information important and helpful. If you have any questions about the Funds, please call Columbia Funds at 800.345.6611 or contact your financial advisor.

Before reading the SAI, you should consult the Glossary below, which defines certain of the terms used in the SAI.

Glossary


1933 Act		Securities Act of 1933, as amended

1934 Act		Securities Exchange Act of 1934, as amended

1940 Act		Investment Company Act of 1940, as amended

Administrative Services Agreement		The administrative services agreement between the Trust, on behalf of the Funds, and the Administrator

Administrator		Columbia Management Investment Advisers, LLC

Ameriprise Financial		Ameriprise Financial, Inc.

Active Portfolio Funds		AP – Alternative Strategies Fund, AP – Core Plus Bond Fund, AP – Select Large Cap Growth Fund and AP – Small Cap Equity Fund

AP – Alternative Strategies Fund		Active Portfolios ^® Multi-Manager Alternative Strategies Fund

AP – Core Plus Bond fund		Active Portfolios ^® Multi-Manager Core Plus Bond Fund

AP – Select Large Cap Growth Fund		Columbia Active Portfolios ^® – Select Large Cap Growth Fund

AP – Small Cap Equity Fund		Active Portfolios ^® Multi-Manager Small Cap Equity Fund

AQR		AQR Capital Management, LLC



Balanced Fund		Columbia Balanced Fund

BANA		Bank of America, National Association

Bank of America		Bank of America Corporation

BFDS/DST		Boston Financial Data Services, Inc./DST Systems, Inc.

Board		The Trust’s Board of Trustees

Bond Fund		Columbia Bond Fund

CA Tax-Exempt Fund		Columbia California Tax-Exempt Fund

CMOs		Collateralized mortgage obligations

Code		Internal Revenue Code of 1986, as amended

Codes of Ethics		The codes of ethics adopted by the Board pursuant to Rule 17j-1 under the 1940 Act

Columbia Funds Complex		The mutual fund complex that is comprised of the open-end investment management companies advised by the Investment Manager or its affiliates and principally underwritten by Columbia Management Investment Distributors, Inc.

Columbia Funds or Columbia Funds Family		The funds within the Columbia Funds Complex

CT Intermediate Municipal Bond Fund		Columbia Connecticut Intermediate Municipal Bond Fund

CT Tax-Exempt Fund		Columbia Connecticut Tax-Exempt Fund

Contrarian Core Fund		Columbia Contrarian Core Fund

Corporate Income Fund		Columbia Corporate Income Fund

Distribution Agreement		The distribution agreement between the Trust, on behalf of the Funds, and the Distributor

Distribution Plan(s)		One or more of the plans adopted by the Board pursuant to Rule 12b-1 under the 1940 Act for the distribution of the Funds’ shares

Distributor		Columbia Management Investment Distributors, Inc.

Dividend Income Fund		Columbia Dividend Income Fund

DGHM		Dalton, Greiner, Hartman, Maher & Co., LLC

EAM		EAM Investors, LLC

Eaton Vance		Eaton Vance Management

Emerging Markets Fund		Columbia Emerging Markets Fund

Energy and Natural Resources Fund		Columbia Energy and Natural Resources Fund

FDIC		Federal Deposit Insurance Corporation

Federated		Federated Investment Management Company

FHLMC		The Federal Home Loan Mortgage Corporation

Fitch		Fitch, Inc.



FNMA		Federal National Mortgage Association

The Fund(s) or a Fund		One or more of the open-end management investment companies listed on the front cover of this SAI that are series of the Trust.

GNMA		Government National Mortgage Association

Greater China Fund		Columbia Greater China Fund

High Yield Municipal Fund		Columbia High Yield Municipal Fund

High Yield Opportunity Fund		Columbia High Yield Opportunity Fund

Independent Trustee(s)		One or more of the Trustees of the Board who are not “interested persons” (as defined in the 1940 Act) of the Funds

Interested Trustee		A Trustee of the Board who is currently treated as an “interested person” (as defined in the 1940 Act) of the Funds

Intermediate Bond Fund		Columbia Intermediate Bond Fund

Intermediate Municipal Bond Fund		Columbia Intermediate Municipal Bond Fund

International Bond Fund		Columbia International Bond Fund

Investment Management Services Agreement		The investment management services agreement between the Trust, on behalf of the Funds, and the Investment Manager

Investment Manager or Adviser		Columbia Management Investment Advisers, LLC

Investment Sub-Advisory Agreement		The investment subadvisory agreement between the Investment Manager and a Fund’s subadviser, as the context may require

IRS		United States Internal Revenue Service

JPMorgan		JPMorgan Chase Bank, N.A.

Large Cap Growth Fund		Columbia Large Cap Growth Fund

Legacy Columbia Funds		The funds within the Columbia Funds Complex that used the Columbia brand prior to September 27, 2010, as listed on Appendix E hereto

Legacy RiverSource Funds or RiverSource Funds		The funds within the Columbia Funds Complex that historically bore the RiverSource, Seligman and Threadneedle brands, including those renamed to bear the “Columbia” brand effective September 27, 2010, as well as certain other funds, as listed on Appendix F hereto

LIBOR		London Interbank Offered Rate

MA Intermediate Municipal Bond Fund		Columbia Massachusetts Intermediate Municipal Bond Fund

MA Tax-Exempt Fund		Columbia Massachusetts Tax-Exempt Fund

Mid Cap Growth Fund		Columbia Mid Cap Growth Fund

Moody’s		Moody’s Investors Service, Inc.

NASDAQ		National Association of Securities Dealers Automated Quotations system

NY Intermediate Municipal Bond Fund		Columbia New York Intermediate Municipal Bond Fund

NY Tax-Exempt Fund		Columbia New York Tax-Exempt Fund



NRSRO		Nationally recognized statistical ratings organization (such as Moody’s, Fitch or S&P)

NSCC		National Securities Clearing Corporation

NYSE		New York Stock Exchange

Oregon Intermediate Municipal Bond Fund		Columbia Oregon Intermediate Municipal Bond Fund

Pacific/Asia Fund		Columbia Pacific/Asia Fund

Previous Administrator		Columbia Management Advisors, LLC

Previous Adviser		Columbia Management Advisors, LLC

Previous Distributor		Columbia Management Distributors, Inc.

Previous Transfer Agent		Columbia Management Services, Inc.

Real Estate Equity Fund		Columbia Real Estate Equity Fund

REIT		Real estate investment trust

REMIC		Real estate mortgage investment conduit

REMS		Real Estate Management Services Group, LLC

RIC		A “regulated investment company,” as such term is used in the Internal Revenue Code of 1986, as amended

RS Investments		RS Investment Management Co. LLC

S&P		Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and “S&P” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Investment Manager. The Columbia Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Columbia Funds).

SAI		This Statement of Additional Information

SEC		United States Securities and Exchange Commission

Select Large Cap Growth Fund		Columbia Select Large Cap Growth Fund

Select Small Cap Fund		Columbia Select Small Cap Fund

Selling Agent(s)		One or more of the banks, broker-dealers or other financial institutions that have entered into a sales support agreement with the Distributor

Servicing Agent(s)		One or more of the banks, broker-dealers or other financial institutions that have entered into a shareholder servicing agreement with the Distributor

Small Cap Core Fund		Columbia Small Cap Core Fund

Small Cap Growth Fund I		Columbia Small Cap Growth Fund I

Small Cap Value Fund I		Columbia Small Cap Value Fund I

State Bond Fund(s)		CT Intermediate Municipal Bond Fund, MA Intermediate Municipal Bond Fund and NY Intermediate Municipal Bond Fund



State Street		State Street Bank and Trust Company

State Tax-Exempt Fund(s)		CA Tax-Exempt Fund, CT Tax-Exempt Fund, MA Tax-Exempt Fund and NY Tax-Exempt Fund

Strategic Income Fund		Columbia Strategic Income Fund

Strategic Investor Fund		Columbia Strategic Investor Fund

Tax-Exempt Fund		Columbia Tax-Exempt Fund

TCW		TCW Investment Management Company

Technology Fund		Columbia Technology Fund

Transfer Agency Agreement		The transfer agency agreement between the Trust, on behalf of the Funds, and Columbia Management Investment Services Corp.

Transfer Agent		Columbia Management Investment Services Corp.

The Trust		Columbia Funds Series Trust I, the registered investment company in the Columbia Funds Family to which this SAI relates

Trustee(s)		One or more of the Board’s Trustees

Ultra Short Term Bond Fund		CMG Ultra Short Term Bond Fund

U.S. Treasury Index Fund		Columbia U.S. Treasury Index Fund

Value and Restructuring Fund		Columbia Value and Restructuring Fund

Wasatch		Wasatch Advisors, Inc.

Water Island		Water Island Capital, LLC

ABOUT THE TRUST

The Trust is a registered investment company under the 1940 Act within the Columbia Funds Family. Columbia Funds currently include more than 100 mutual funds in major asset classes.

The Trust was organized as a Massachusetts business trust in 1987. On September 23, 2005, the Trust changed its name from Columbia Funds Trust IX to its current name. On October 13, 2003, the Trust changed its name from Liberty-Stein Roe Funds Municipal Trust to Columbia Funds Trust IX.

Funds with fiscal years ending March 31

AP – Select Large Cap Growth Fund, Bond Fund, Emerging Markets Fund, Energy and Natural Resources Fund, Pacific/Asia Fund, Select Large Cap Growth Fund, Select Small Cap Fund and Value and Restructuring Fund

Each of AP – Select Large Cap Growth Fund, Bond Fund, Emerging Markets Fund, Energy and Natural Resources Fund, Pacific/Asia Fund, Select Large Cap Growth Fund, Select Small Cap Fund and Value and Restructuring Fund represents a separate series of the Trust and is an open-end management investment company. Each of the Funds is a diversified fund, except Energy and Natural Resources Fund, which is a non-diversified Fund. Each of the Funds has a fiscal year end of March 31.

On March 31, 2008, each of Bond Fund, Emerging Markets Fund, Energy and Natural Resources Fund, Pacific/Asia Fund, Select Large Cap Growth Fund, Select Small Cap Fund and Value and Restructuring Fund acquired all assets and assumed all liabilities of, respectively, the following funds, each of which is a series of Excelsior Funds Trust or Excelsior Funds, Inc., as applicable: Core Bond Fund, Emerging Markets Fund, Energy and Natural Resources Fund, Pacific/Asia Fund, Large Cap Growth Fund, Small Cap Fund and Value and Restructuring Fund (the Predecessor Funds), each a series of Excelsior Funds Trust or Excelsior Funds, Inc., as applicable. For periods prior to March 31, 2008, the performance and financial information shown for each Fund is the performance and financial information of the corresponding Predecessor Fund. The Funds commenced operations on March 31, 2008, except for AP – Select Large Cap Growth Fund, which has not commenced operations prior to March 14, 2012.

AP – Select Large Cap Growth Fund offers one class of shares; Bond Fund offers nine classes of shares; Emerging Markets Fund, Select Large Cap Growth Fund and Value and Restructuring Fund offer six classes of shares; Energy and Natural Resources Fund offers seven classes of shares; and Pacific/Asia Fund and Select Small Cap Fund offers four classes of shares, each as described in Capital Stock and Other Securities .

Corporate Income Fund and Intermediate Bond Fund

Each of Corporate Income Fund and Intermediate Bond Fund represents a separate series of the Trust and is an open-end diversified management investment company. Each of the Funds has a fiscal year end of March 31. Prior to March 27, 2006, each Fund was organized as a series of Columbia Funds Trust VIII, a Massachusetts business trust. The information provided for each Fund in this SAI for periods prior to March 27, 2006 relates to such predecessor fund. Corporate Income Fund commenced investment operations on March 5, 1986. Intermediate Bond Fund commenced investment operations on December 5, 1978.

Intermediate Bond Fund offers seven classes of shares, as described in Capital Stock and Other Securities . Prior to July 31, 2000, the Fund had a single class of shares. On July 14, 2000, the outstanding shares of the Fund were converted into Class S shares, and on July 31, 2000, the Fund commenced offering Class A shares. On February 1, 2002, the Fund commenced offering Class B and C shares. On July 29, 2002, the Fund’s Class S shares were redesignated as Class Z shares. On January 23, 2006, the Fund commenced offering Class R shares. Prior to September 12, 2002, the Fund invested all of its assets in the SR&F Intermediate Bond Portfolio as part of a master fund/feeder fund structure. Effective October 13, 2003, the Fund changed its name from Liberty

Intermediate Bond Fund to its current name. Effective February 1, 2002, the Fund changed its name from Stein Roe Intermediate Bond Fund to Liberty Intermediate Bond Fund.

Corporate Income Fund offers six classes of shares, as described in Capital Stock and Other Securities . Prior to August 1, 2000, the Fund had a single class of shares. On that date, the outstanding shares of the Fund were converted into Class S shares, and the Fund commenced offering Class A shares. On July 15, 2002, the Fund added Class B and C shares, redesignated its Class S shares as Class Z shares, and changed its name from Stein Roe Income Fund to Liberty Income Fund. Prior to July 15, 2002, the Fund invested all of its assets in the SR&F Income Portfolio as part of a master fund/feeder fund structure. On October 13, 2003, the Fund changed its name from Liberty Income Fund to Income Fund. Effective September 27, 2010, the Fund changed its name from Income Fund to its current name.

U.S. Treasury Index Fund

U.S. Treasury Index Fund represents a series of the Trust and is an open-end diversified management investment company. U.S. Treasury Index Fund has a fiscal year end of March 31 . Prior to March 27, 2006, the Fund was organized as a series of Columbia Funds Trust V, a Massachusetts business trust. The information provided for U.S. Treasury Index Fund in this SAI for periods prior to March 27, 2006 relates to such predecessor fund. The predecessor fund commenced investment operations on June 4, 1991. The predecessor fund was the successor by reorganization to the Galaxy II U.S. Treasury Fund, a series of The Galaxy Fund II, a Massachusetts business trust organized on February 22, 1990. Class Z shares of the predecessor fund were issued in exchange for existing shares of the Galaxy II U.S. Treasury Fund. The reorganization occurred on November 25, 2002. All references to U.S. Treasury Index Fund prior to November 25, 2002 shall be deemed to refer to the Galaxy II U.S. Treasury Fund.

U.S. Treasury Index Fund offers five classes of shares, as described in Capital Stock and Other Securities . Effective October 13, 2003, U.S. Treasury Index Fund changed its name from Liberty U.S. Treasury Index Fund to its current name.

Funds with fiscal years ending May 31

High Yield Opportunity Fund, International Bond Fund and Strategic Income Fund

Each of High Yield Opportunity Fund and Strategic Income Fund represents a separate series of the Trust and is an open-end diversified management investment company, and International Bond Fund is an open-end non-diversified management investment company. Each of the Funds has a fiscal year end of May 31 .

Prior to March 27, 2006 and September 26, 2005, respectively, High Yield Opportunity Fund and Strategic Income Fund were organized as a series of Columbia Funds Trust I, a Massachusetts business trust. The information provided for High Yield Opportunity Fund and Strategic Income Fund in this SAI for periods prior to March 27, 2006 and September 26, 2005, respectively, relates to the corresponding series of such predecessor trust.

High Yield Opportunity Fund offers four classes of shares, as described in Capital Stock and Other Securities . On October 21, 1971, High Yield Opportunity Fund commenced offering Class A shares. On June 8, 1992, High Yield Opportunity Fund commenced offering Class B shares. On January 15, 1996, High Yield Opportunity Fund commenced offering Class C shares. On January 8, 1999, High Yield Opportunity Fund commenced offering Class Z shares. Effective October 13, 2003, High Yield Opportunity Fund changed its name from Liberty High Yield Securities Fund to its current name. Effective July 14, 2000, High Yield Opportunity Fund changed its name from Colonial High Yield Securities Fund to Liberty High Yield Securities Fund.

International Bond Fund offers four classes of shares, as described in Capital Stock and Other Securities . On December 1, 2008, International Bond Fund commenced offering Class A, C and Z shares.

Strategic Income Fund offers eight classes of shares, as described in Capital Stock and Other Securities . On April 22, 1977, Strategic Income Fund commenced offering Class A shares. On May 15, 1992, Strategic Income Fund commenced offering Class B shares. On July 1, 1997, Strategic Income Fund commenced offering Class C shares. On November 2, 1998, Strategic Income Fund commenced offering Class J shares. On June 12, 2009, Strategic Income Fund stopped accepting Class J share purchases. On July 27, 2009, Strategic Income Fund liquidated and terminated Class J shares. On January 29, 1999, Strategic Income Fund commenced offering Class Z shares.

Funds with fiscal years ending June 30

High Yield Municipal Fund and Small Cap Value Fund I

Each of High Yield Municipal Fund and Small Cap Value Fund I represents a separate series of the Trust and is an open-end diversified management investment company. Each of the Funds has a fiscal year end of June 30.

High Yield Municipal Fund commenced investment operations on March 5, 1984. The Fund offers four classes of shares, as described in Capital Stock and Other Securities . Prior to August 1, 2000, the Fund had a single class of shares. On that date, the outstanding shares of the Fund were converted into Class S shares, and the Fund commenced offering Class A shares. On July 15, 2002, the Fund added Class B and Class C shares and redesignated Class S shares as Class Z shares. Also on July 15, 2002, the Fund changed its name from “Stein Roe High-Yield Municipals Fund” to “Liberty High Yield Municipal Fund” and the Fund’s Class A shares changed their name from “Liberty High Income Municipals Fund, Class A,” to Class A shares. The Fund invested all of its assets in SR&F High Yield Municipals Portfolio as part of a master fund/feeder fund structure through July 15, 2002. The Fund changed its name from “Liberty High Yield Municipal Fund” to its current name effective October 13, 2003.

Small Cap Value Fund I commenced operations on July 25, 1986. Small Cap Value Fund I was organized as a series of Columbia Funds Trust VI, a Massachusetts business trust, prior to its reorganization as a series of the Trust on March 27, 2006. The information provided for Small Cap Value Fund I in this SAI for periods prior to March 27, 2006 relates to Columbia Funds Trust VI.

Small Cap Value Fund I offers seven classes of shares, as described in Capital Stock and Other Securities . The Fund changed its name from “Colonial Small Stock Fund” to “Colonial Small-Cap Value Fund” on February 28, 1997, and from “Colonial Small-Cap Value Fund” to “Liberty Small-Cap Value Fund” on July 14, 2000. The Fund changed its name from “Liberty Small-Cap Value Fund” to “Columbia Small Cap Value Fund” on October 13, 2003. The Fund changed its name from “Columbia Small Cap Value Fund” to its current name effective October 10, 2005.

Fund with fiscal year ending July 31

Ultra Short Term Bond Fund

Ultra Short Term Bond Fund represents a separate series of the Trust and is an open-end diversified management investment company. The Fund has a fiscal year end of July 31.

Ultra Short Term Bond Fund does not offer multiple share classes. Prior to November 23, 2009, CMG Ultra Short Term Bond Fund (the Predecessor Ultra Short Term Bond Fund) was organized as a separate portfolio of Columbia Funds Institutional Trust, a Massachusetts business trust (the Predecessor Institutional Trust). The information provided for Ultra Short Term Bond Fund in this SAI for periods prior to November 23, 2009 relates to the Predecessor Ultra Short Term Bond Fund; the information provided for the Trust in this SAI for periods prior to November 23, 2009 includes information for the Predecessor Institutional Trust to the extent it relates to Ultra Short Term Bond Fund. Prior to March 27, 2006, the Predecessor Ultra Short Term Bond Fund was

organized as a separate portfolio of CMG Fund Trust (the Prior Predecessor Ultra Short Term Bond Fund), an Oregon business trust organized in 1989 (the Prior Predecessor Institutional Trust). The information provided for Ultra Short Term Bond Fund in this SAI for periods prior to March 27, 2006 relates to the Prior Predecessor Ultra Short Term Bond Fund; the information provided for the Trust in this SAI for periods prior to March 27, 2006 includes information for the Prior Predecessor Institutional Trust to the extent it relates to Ultra Short Term Bond Fund.

Funds with fiscal years ending August 31

AP – Alternative Strategies Fund, AP – Core Plus Bond Fund, AP – Small Cap Equity Fund, Balanced Fund, Greater China Fund, Mid Cap Growth Fund, Oregon Intermediate Municipal Bond Fund, Small Cap Growth Fund I, Strategic Investor Fund, and Technology Fund

Each of AP – Alternative Strategies Fund, AP – Core Plus Bond Fund, AP – Small Cap Equity Fund, Balanced Fund, Greater China Fund, Mid Cap Growth Fund, Oregon Intermediate Municipal Bond Fund, Small Cap Growth Fund I, Strategic Investor Fund and Technology Fund represents a separate series of the Trust, is an open-end management investment company and has a fiscal year end of August 31 . Each of AP – Core Plus Bond Fund, AP – Small Cap Equity Fund, Balanced Fund, Mid Cap Growth Fund, Small Cap Growth Fund I and Strategic Investor Fund is a diversified series of the Trust. Technology Fund and Oregon Intermediate Municipal Bond Fund are operating as diversified series of the Trust. AP – Alternative Strategies Fund and Greater China Fund are non-diversified series of the Trust.

Prior to March 27, 2006, each Fund, except for Greater China Fund, was organized as an Oregon corporation. The information provided for these Funds in this SAI for periods prior to March 27, 2006 relates to the predecessor Oregon corporation funds. Greater China Fund was organized as a series of Columbia Funds Trust II. The information provided for Greater China Fund in this SAI for periods prior to March 27, 2006 relates to the corresponding series of Columbia Funds Trust II.

AP – Alternative Strategies Fund, AP – Core Plus Bond Fund and AP – Small Cap Equity Fund offer one class of shares; Oregon Intermediate Municipal Bond Fund and Technology Fund offer four classes of shares, Greater China Fund offers five classes of shares, Balanced Fund and Small Cap Growth Fund I offers seven classes of shares, Mid Cap Growth Fund offers ten classes of shares and Strategic Investor Fund offers eight classes of shares, as described in Capital Stock and Other Securities .

Funds with fiscal years ending September 30

Contrarian Core Fund, Dividend Income Fund, Large Cap Growth Fund, and Small Cap Core Fund

Each of Contrarian Core Fund, Dividend Income Fund, Large Cap Growth Fund and Small Cap Core Fund represents a separate series of the Trust and is an open-end diversified management investment company. Each of the Funds has a fiscal year end of September 30.

Large Cap Growth Fund commenced operations on December 14, 1990; and Dividend Income Fund commenced operations on March 4, 1998. Contrarian Core Fund and Small Cap Core Fund commenced operations on December 14, 1992, as separate portfolios (collectively, the Predecessor Shawmut Funds) of The Shawmut Funds. On December 4, 1995, the Predecessor Shawmut Funds were reorganized as new portfolios of the Galaxy Fund. Prior to the reorganization, the Predecessor Shawmut Funds offered and sold shares of beneficial interest that were similar to the Galaxy Fund’s Trust Shares and Retail A Shares. Contrarian Core Fund changed its name from the Columbia Common Stock Fund to its current name on November 14, 2008.

Each Fund is the successor to a separate series of the Galaxy Fund, a Massachusetts business trust organized on March 31, 1986. On November 18, 2002, November 25, 2002 and December 9, 2002, the series of the Galaxy Fund to which the Funds succeeded (the Predecessor Funds) were reorganized as separate series of the Liberty-Stein Roe Investment Trust. Class A shares of the Funds were issued in exchange for Prime A Shares of the

Predecessor Funds, Class B shares of the Funds were issued in exchange for Prime B Shares of the Predecessor Funds, Class T shares of the Funds were issued in exchange for Retail A Shares of the Predecessor Funds, Class G shares of the Funds were issued in exchange for Retail B Shares of the Predecessor Funds and Class Z shares of the Funds were issued in exchange for Trust Shares of the Predecessor Funds. (Prime A and Prime B Shares, Retail A and Retail B Shares and Trust Shares together are referred to herein as the Predecessor Classes). On August 8, 2007, Class G shares of the Funds were converted to Class T shares. Information provided with respect to each Fund for periods prior to such Fund’s inception relates to the Fund’s Predecessor Fund. Further, information provided with respect to each class of each Fund prior to such Fund’s inception relates to the Predecessor Classes of such class.

Contrarian Core Fund offers nine classes of shares; Dividend Income Fund offers eight classes of shares; Large Cap Growth Fund offers thirteen classes of shares; and Small Cap Core Fund offers seven classes of shares, each as described in Capital Stock and Other Securities .

Funds with fiscal years ending October 31

Intermediate Municipal Bond Fund

Intermediate Municipal Bond Fund represents a separate series of the Trust and is an open-end diversified management investment company with a fiscal year end of October 31. Intermediate Municipal Bond Fund commenced investment operations as a series of the Trust on September 26, 2005. Prior to September 26, 2005 (the “Intermediate Municipal Bond Fund Reorganization Date”), the Fund was organized as a series of Columbia Funds Trust V, a Massachusetts business trust, under the name Columbia Intermediate Tax-Exempt Bond Fund (the “Intermediate Municipal Bond Predecessor Fund”) that commenced business operations as a separate portfolio of the Boston 1784 Funds. Intermediate Municipal Bond Predecessor Fund was the successor to a separate series of The Galaxy Fund, a Massachusetts business trust organized on March 31, 1986. The information provided for the Fund in this SAI for periods prior to the Intermediate Municipal Bond Fund Reorganization Date relates to the Intermediate Municipal Bond Predecessor Fund.

Intermediate Municipal Bond Fund offers five classes of shares, each as described in Capital Stock and Other Securities .

State Bond Funds

Each State Bond Fund represents a separate series of the Trust and is an open-end management investment company. Each of the State Bond Funds is a non-diversified fund. Each of the State Bond Funds has a fiscal year end of October 31.

Each State Bond Fund was originally organized as a series of another Massachusetts business trust prior to its reorganization as a series of the Trust on March 27, 2006. Effective October 13, 2003, the Trust of which the State Bond Funds were previously series changed its name from Liberty Funds Trust V to Columbia Funds Trust V. Each State Bond Fund is the successor to a separate series of The Galaxy Fund, a Massachusetts business trust organized on March 31, 1986. On November 18, 2002, November 25, 2002, and December 9, 2002, the series of The Galaxy Fund to which the Funds succeeded (the “State Bond Predecessor Funds”) were reorganized as separate series of Liberty Funds Trust V. As part of this reorganization, Class T shares of the State Bond Funds were issued in exchange for Retail A Shares of the State Bond Predecessor Funds, Class G shares of the State Bond Funds were issued in exchange for Retail B Shares of the State Bond Predecessor Funds and Class Z shares of the State Bond Funds were issued in exchange for Trust Shares of the State Intermediate Predecessor Funds.

NY Intermediate Municipal Bond Fund commenced operations on December 31, 1991.

CT Intermediate Municipal Bond Fund and MA Intermediate Municipal Bond Fund commenced operations as separate portfolios (each a Predecessor Boston 1784 Fund, and collectively, the Predecessor Boston 1784 Funds) of the Boston 1784 Funds. On June 26, 2000, each Predecessor Boston 1784 Fund was reorganized as a new portfolio of The Galaxy Fund (the Boston 1784 Reorganization). Prior to the Boston 1784 Reorganization, the Predecessor Boston 1784 Funds offered and sold one class of shares. In connection with the Boston 1784 Reorganization, shareholders of the Predecessor Boston 1784 Funds exchanged their shares for Shares, Trust Shares and/or BKB Shares of the applicable State Bond Predecessor Funds. Shareholders of Predecessor Boston 1784 Funds who purchased their shares through an investment management, trust, custody, or other agency relationship with BankBoston, N.A. received Shares or Trust Shares of the Funds. BKB Shares were issued to shareholders of the Predecessor Boston 1784 Funds who were not eligible to receive Trust Shares at the time of the Boston 1784 Reorganization. On June 26, 2001, BKB Shares of the Funds converted into Retail A Shares.

Each State Bond Fund offers five classes of shares, each as described in Capital Stock and Other Securities .

State Tax-Exempt Funds

Each State Tax-Exempt Fund represents a separate series of the Trust and is an open-end management investment company. Each of the State Tax-Exempt Funds is a non-diversified fund and has a fiscal year end of October 31.

CA Tax-Exempt Fund was originally organized as a series of another Massachusetts business trust prior to its reorganization as a series of the Trust. CA Tax-Exempt Fund commenced investment operations as a series of the Trust on September 19, 2005. Prior to September 19, 2005 (the CA Tax-Exempt Fund Reorganization Date), CA Tax-Exempt Fund was organized as a series of Columbia Funds Trust V which commenced investment operations on June 16, 1986. The information provided for CA Tax-Exempt Fund in this SAI for periods prior to the CA Tax-Exempt Fund Reorganization Date relates to the predecessor fund of the same name.

Each of CT Tax-Exempt Fund, MA Tax-Exempt Fund and NY Tax-Exempt Fund were originally organized as series of another Massachusetts business trust prior to their reorganization as series of the Trust. CT Tax-Exempt Fund, MA Tax-Exempt Fund and NY Tax-Exempt Fund were reorganized as series of the Trust on March 27, 2006 (the Tax-Exempt Fund Reorganization Date). Prior to March 27, 2006, CT Tax-Exempt Fund, MA Tax-Exempt Fund and NY Tax-Exempt Fund were organized as a series of Columbia Funds Trust V. CT Tax-Exempt Fund commenced investment operations on November 1, 1991, MA Tax-Exempt Fund commenced investment operations on April 10, 1987, and NY Tax-Exempt Fund commenced investment operations on September 26, 1986. The information provided for CT Tax-Exempt Fund, MA Tax-Exempt Fund and NY Tax-Exempt Fund in this SAI for periods prior to the Tax-Exempt Fund Reorganization Date relates to the predecessor funds of the same names. The trust of which the State Tax-Exempt Funds were previously series changed its name from Liberty Funds Trust V to Columbia Funds Trust V on October 13, 2003.

Each State Tax-Exempt Fund offers four classes of shares, as described in Capital Stock and Other Securities .

Fund with fiscal year ending November 30

Tax-Exempt Fund

Tax-Exempt Fund represents a separate series of the Trust and is an open-end diversified management investment company.

Prior to September 19, 2005 (the Fund Reorganization Date), the Fund was organized as a series of Columbia Funds Trust IV, a Massachusetts business trust (the Predecessor Fund). The information provided for the Fund in this SAI for periods prior to the Fund Reorganization Date relates to the Predecessor Fund. The Predecessor Fund commenced investment operations on November 21, 1978.

Tax-Exempt Fund offers four shares of classes, as described in Capital Stock and Other Securities .

Fund with fiscal year ending December 31

Real Estate Equity Fund

Real Estate Equity Fund represents a separate series of the Trust and is an open-end non-diversified management investment company. In 2009, Real Estate Equity Fund changed its fiscal year end from August 31 to December 31.

Prior to March 27, 2006, Real Estate Equity Fund was organized as an Oregon corporation. The information provided for the Fund in this SAI for periods prior to March 27, 2006 relates to the predecessor Oregon corporation.

Real Estate Equity Fund offers nine classes of shares, as described in Capital Stock and Other Securities .

ABOUT THE FUNDS’ INVESTMENTS

The investment objectives, principal investment strategies ( i.e. , as used in this SAI and the corresponding prospectuses, a strategy which generally involves the ability to invest 10% or more of a Fund’s total assets) and related principal risks for each Fund are discussed in each Fund’s prospectuses.

Certain Investment Activity Limits

The overall investment and other activities of the Investment Manager and its affiliates may limit the investment opportunities for each Fund in certain markets where limitations are imposed by regulators upon the amount of investment by affiliated investors, in the aggregate or in individual issuers. From time to time, each Fund’s activities also may be restricted because of regulatory restrictions applicable to the Investment Manager and its affiliates and/or because of their internal policies. See Investment Advisory and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest .

Fundamental and Non-Fundamental Investment Policies

The following discussion of “fundamental” and “non-fundamental” investment policies and limitations for each Fund supplements the discussion of investment policies in the Funds’ prospectuses. A fundamental policy may be changed only with Board and shareholder approval. A non-fundamental policy may be changed by the Board and does not require shareholder approval, but may require notice to shareholders in certain instances.

Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of a Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding an investment standard, compliance with such percentage limitation or standard will be determined solely at the time of the Fund’s acquisition of such security or asset. Borrowings and other instruments that may give rise to leverage and the restriction on investing in illiquid securities are monitored on an ongoing basis.

Fundamental Investment Policies

The 1940 Act provides that a “vote of a majority of the outstanding voting securities” means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of a Fund, or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. The following fundamental investment policies cannot be changed without such a vote.

Each Fund may not, as a matter of fundamental policy:

Underwrite any issue of securities issued by other persons within the meaning of the 1933 Act except when it might be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with the Fund’s investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered investment companies;

Purchase or sell real estate, except each Fund may: (i) purchase securities of issuers which deal or invest in real estate, (ii) purchase securities which are secured by real estate or interests in real estate and (iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real estate or interests therein;

With the exception of AP – Alternative Strategies Fund, which may invest up to 25% of its total assets in one or more wholly-owned subsidiaries that may invest in commodities, thereby indirectly gaining exposure to commodities, purchase or sell commodities, except that each Fund may to the extent consistent with its investment objective: (i) invest in securities of companies that purchase or sell commodities or which invest in such programs, (ii) purchase and sell options, forward contracts,

futures contracts, and options on futures contracts and (iii) enter into swap contracts and other financial transactions relating to commodities. This limitation does not apply to foreign currency transactions including without limitation forward currency contracts.

With the exception of Real Estate Equity Fund, which will invest at least 65% of the value of its total assets in securities of companies principally engaged in the real estate industry, purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry ^a , provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States or any of their agencies, instrumentalities or political subdivisions ^b ; (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies or subsidiaries to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief; and (iii) under normal market conditions, Energy and Natural Resources Fund will invest at least 25% of the value of its total assets at the time of purchase in the securities of issuers conducting their principal business activities in the energy and other natural resources groups of industries ^c ;

Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief;

Borrow money or issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief; and

With the exception of AP – Alternative Strategies Fund, Oregon Intermediate Municipal Bond Fund, Greater China Fund, Energy and Natural Resources Fund, International Bond Fund, the State Bond Funds, the State Tax-Exempt Funds, Technology Fund and Real Estate Equity Fund, purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 25% of its total assets may be invested without regard to these limitations and (ii) a Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief.

Greater China Fund may not, as a matter of fundamental policy, purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 50% of its total assets may be invested without regard to these limitations and (ii) the Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief.

In determining whether a purchase by Real Estate Equity Fund or Technology Fund would cause the Fund to have invested in accordance with this policy, the Investment Manager currently uses the Global Industry Classification Standard (GICS) produced by S&P and MSCI Inc. With respect to the Technology Fund restriction, the Investment Manager currently considers each information technology “sub-industry” identified in the GICS to represent a separate industry.

For purposes of determining whether International Bond Fund has invested 25% or more of the value of its total assets at the time of purchase in the securities of one or more issuers conducting their principal business activities in the same industry pursuant to fundamental investment policy (4) above, the Fund will consider each foreign government to be conducting its business activities in a separate industry, and will consider a security to have been issued by a foreign government if (i) the security is issued directly by such government, (ii) the security is issued by an agency, instrumentality or authority that is backed by the full

faith and credit of such foreign government or (iii) the security is issued by an entity the assets and revenues of which the Investment Manager determines are not separate from such foreign government. The Fund generally will treat supranational entities as issuers separate and distinct from any foreign government, so long as such entities do not fall within the characteristics described in item (iii) above. If any other security is guaranteed as to payment of principal and/or interest by a foreign government, then the Fund will generally treat the guarantee as a separate security issued by such foreign government.

In determining whether Energy and Natural Resources Fund has invested at least 25% of the value of its total assets in the securities of one or more issuers conducting their principal business activities in the energy and other natural resources groups of industries, the Investment Manager currently uses the GICS produced by S&P and MSCI Inc. The Investment Manager currently considers companies in each of the indicated GICS industry groups to be within the energy and other natural resources groups of industries: (i) Energy, (ii) Utilities, and (iii) Materials, but limited to companies in the following GICS industries and sub-industries: the Chemicals industry (companies that primarily produce or distribute industrial and basic chemicals, including the Commodity Chemicals, Diversified Chemicals, Fertilizers & Agriculture Chemicals, Industrial Gases, and Specialty Chemicals sub-industries), the Metals & Mining industry (companies that primarily produce, process, extract, or distribute precious or basic metals or minerals, including the Aluminum, Diversified Metals & Mining, Gold, Precious Metals & Minerals, and Steel sub-industries), and the Paper & Forest Products industry (companies that primarily cultivate or manufacture timber or wood-related products or paper products, including the Forest Products and Paper Products sub-industries).

Intermediate Municipal Bond Fund

As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax). These securities are issued by states and their political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets.

The Fund may not, as a matter of fundamental policy, purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (i) up to 25% of its total assets may be invested without regard to these limitations and (ii) the Fund’s assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any applicable exemptive relief.

CT Intermediate Municipal Bond Fund

As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Connecticut individual income tax. These securities are issued by the State of Connecticut and its political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but subject to Connecticut personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets.

MA Intermediate Municipal Bond Fund

As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and Massachusetts individual income tax. These securities are issued by the Commonwealth of Massachusetts and its political subdivisions, agencies, authorities and instrumentalities, by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands) and by mutual funds that invest in such securities. Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to Massachusetts personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust, or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets.

NY Intermediate Municipal Bond Fund

As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of net assets in municipal securities that pay interest exempt from federal income tax (including the federal alternative minimum tax) and New York state individual income tax. These securities are issued by the State of New York and its political subdivisions, agencies, authorities and instrumentalities and by other qualified issuers (such as Guam, Puerto Rico and the U.S. Virgin Islands). Dividends derived from interest on municipal securities other than such securities will generally be exempt from regular federal income tax (including the federal alternative minimum tax) but may be subject to New York State and New York City personal income tax. The Fund may comply with this 80% policy by investing in a partnership, trust or regulated investment company which invests in such securities, in which case the Fund’s investment in such entity shall be deemed to be an investment in the underlying securities in the same proportion as such entity’s investment in such securities bears to its net assets.

State Tax-Exempt Funds

Each State Tax-Exempt Fund will, as a matter of fundamental policy, under normal circumstances, invest at least 80% of its total assets in state bonds, subject to applicable state requirements.

Tax-Exempt Fund

As a matter of fundamental policy, under normal circumstances, the Fund invests at least 80% of its total assets in tax-exempt bonds.

Non-Fundamental Investment Policies

Fund

May not invest
more than 15%
of its net assets
in illiquid
securities ^a

May sell
securities short
to the extent
permitted
by the 1940 Act ^b

May purchase
securities of
other investment
companies to the
extent permitted
by the 1940 Act ^c

May not purchase
securities of
companies for
purpose of
exercising
control ^d

Provides 60
day notice in
connection with
Rule 35d-1
changes ^e

AP – Alternative Strategies Fund

AP – Core Plus Bond fund

AP – Select Large Cap Growth Fund

AP – Small Cap Equity Fund

Balanced Fund

Bond Fund

CA Tax-Exempt Fund

Fund

May not invest
more than 15%
of its net assets
in illiquid
securities ^a

May sell
securities short
to the extent
permitted
by the 1940 Act ^b

May purchase
securities of
other investment
companies to the
extent permitted
by the 1940 Act ^c

May not purchase
securities of
companies for
purpose of
exercising
control ^d

Provides 60
day notice in
connection with
Rule 35d-1
changes ^e

CT Intermediate Municipal Bond Fund

CT Tax-Exempt Fund

Contrarian Core Fund

Corporate Income Fund

Dividend Income Fund

Emerging Markets Fund

Energy and Natural Resources Fund

Greater China Fund

High Yield Municipal Fund

High Yield Opportunity Fund

Intermediate Bond Fund

Intermediate Municipal Bond Fund

International Bond Fund

Large Cap Growth Fund

MA Intermediate Municipal Bond Fund

MA Tax-Exempt Fund

Mid Cap Growth Fund

NY Intermediate Municipal Bond Fund

NY Tax-Exempt Fund

Oregon Intermediate Municipal Bond Fund

Pacific/Asia Fund

Real Estate Equity Fund

Select Large Cap Growth Fund

Select Small Cap Fund

Small Cap Core Fund

Small Cap Growth Fund I

Small Cap Value Fund I

Strategic Income Fund

Strategic Investor Fund

Tax-Exempt Fund ^f

Technology Fund

Ultra Short Term Bond Fund

U.S. Treasury Index Fund

Value and Restructuring Fund

Funds with a check mark in this column may not, as a matter of non-fundamental policy, invest more than 15% of their net assets in illiquid securities. “Illiquid Securities” is defined in accordance with the SEC staff’s current guidance and interpretations which provide that an illiquid security is a security which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the fund has valued the security.

^b	Funds with a check mark in this column may not, as a matter of non-fundamental policy, sell securities short, except as permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.

Funds with a check mark in this column may not, as a matter of non-fundamental policy, purchase securities of other investment companies except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. If shares of one of these Funds are purchased by another fund in reliance on Section 12(d)(1)(G) of the 1940 Act, for so long as shares of the Fund are held by such fund, the Fund will not purchase securities of a registered open-end investment company or registered unit investment trust in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.

^d	Funds with a check mark in this column may not, as a matter of non-fundamental policy, purchase securities of companies for the purpose of exercising control.

To the extent a Fund with a check mark in this column is subject to Rule 35d-1 under the 1940 Act (the Names Rule), and does not otherwise have a fundamental investment policy in place to comply with the Names Rule, such Fund has adopted the following non-fundamental policy: Shareholders will receive at least 60 days’ notice of any change to the Fund’s investment objective or principal investment strategies made in order to comply with the Names Rule. The notice will be provided in plain English in a separate written document, and will contain the following prominent statement or similar statement in bold-face type: “Important Notice Regarding Change in Investment Policy.” This statement will appear on both the notice and the envelope in which it is delivered, unless it is delivered separately from other communications to investors, in which case the statement will appear either on the notice or the envelope in which the notice is delivered.

^f	This Fund may not purchase securities on margin, but it may receive short-term credit to clear securities transactions and may make initial or maintenance margin deposits in connection with future transactions.

^g	This Fund may not have a short securities position, unless the Fund owns, or owns rights (exercisable without payment) to acquire, an equal amount of such securities.

^*	This Fund has a fundamental investment policy to comply with the Names Rule.

Permissible Investments and Related Risks

Each Fund’s prospectuses identify and summarize the individual types of securities in which the Fund invests as part of its principal investment strategies and the principal risks associated with such investments.

The table below identifies certain types of securities in which each Fund is permitted to invest, including certain types of securities that are described in each Fund’s prospectuses. A Fund generally has the ability to invest 10% or more of its total assets in each type of security described in its prospectuses (and in each sub-category of such security type described in this SAI). To the extent that a type of security identified below for a Fund is not described in the Fund’s prospectuses (or as a sub-category of such security type in this SAI), the Fund generally invests less than 10% of the Fund’s total assets in such security type.

Information about individual types of securities (including certain of their associated risks) in which some or all of the Funds may invest is set forth below. Each Fund’s investment in these types of securities is subject to its investment objective and fundamental and non-fundamental investment policies.

Temporary Defensive Positions.

For Funds other than money market funds : Each Fund may temporarily invest in money market instruments or shares of affiliated or unaffiliated money market funds or hold cash or cash equivalents. It may do so without limit and for as long a period as deemed necessary, when the Investment Manager or the Fund’s subadviser, if applicable: (i) believes that market conditions are not favorable for profitable investing or to avoid losses, including under adverse market, economic, political or other conditions; (ii) is unable to locate favorable investment opportunities; or (iii) determines that a temporary defensive position is advisable or necessary in order to meet anticipated redemption requests, or for other reasons. While a Fund engages in such strategies, it may not achieve its investment objective.

For Funds that are money market funds : Each Fund may temporarily hold all or a substantial portion of its assets in cash or cash equivalents. It may do so without limit and for as long a period as deemed necessary, when the Investment Manager: (i) believes that the market conditions are not favorable for profitable investing or to avoid losses, including under adverse market, economic, political or other conditions; (ii) is unable to locate favorable investment opportunities; or (iii) determines that a temporary defensive position is advisable or necessary in order to meet anticipated redemption requests, or for other reasons. While a Fund engages in such strategies, it may not achieve its investment objective.

Permissible Fund Investments

Investment Type

AP – Alternative
Strategies
Fund

AP – Core
Plus Bond
Fund

AP – Select
Large Cap
Growth Fund

AP – Small
Cap Equity
Fund

Balanced
Fund

Bond
Fund

CA
Tax-Exempt
Fund

CT
Intermediate
Municipal
Bond Fund

CT
Tax-Exempt
Fund

Asset-Backed Securities

Bank Obligations

Domestic

Foreign

Common Stock

Convertible Securities

Corporate Debt Securities

Custody Receipts and Trust Certificates

Derivatives

Index or Linked Securities (Structured Products)

Futures Contracts and Options on Futures Contracts

Stock Options and Stock Index Options

Swap Agreements

Dollar Rolls

Foreign Currency Transactions

Foreign Securities

Guaranteed Investment Contracts (Funding Arrangements)

Illiquid Securities

Initial Public Offerings

Investments in Other Investment Companies

Low and Below Investment Grade Securities

Money Market Instruments

Mortgage-Backed Securities

Municipal Securities

Participation Interests

Preferred Stock

Private Placement and Other Restricted Securities

Real Estate Investment Trusts and Master Limited Partnerships

Repurchase Agreements

Reverse Repurchase Agreements

Standby Commitments

Stripped Securities

Investment Type

AP – Alternative
Strategies
Fund

AP – Core
Plus Bond
Fund

AP – Select
Large Cap
Growth Fund

AP – Small
Cap Equity
Fund

Balanced
Fund

Bond
Fund

CA
Tax-Exempt
Fund

CT
Intermediate
Municipal
Bond Fund

CT
Tax-Exempt
Fund

U.S. Government and Related Obligations

Variable- and Floating-Rate Obligations

Warrants and Rights

When-Issued, Delayed Delivery and Forward Commitment Transactions

Zero-Coupon, Pay-in-Kind and Step-Coupon Securities

Investment Type

Contrarian
Core
Fund

Corporate
Income
Fund

Dividend
Income
Fund

Emerging
Markets
Fund

Energy
and
Natural
Resources
Fund

Greater
China
Fund

High
Yield
Municipal
Fund

High Yield
Opportunity
Fund

Asset-Backed Securities

Bank Obligations

Domestic

Foreign

Common Stock

Convertible Securities

Corporate Debt Securities

Custody Receipts and Trust Certificates

Derivatives

Index or Linked Securities (Structured Products)

Futures Contracts and Options on Futures Contracts

Stock Options and Stock Index Options

Swap Agreements

Dollar Rolls

Foreign Currency Transactions

Foreign Securities

Guaranteed Investment Contracts (Funding Arrangements)

Illiquid Securities

Initial Public Offerings

Investments in Other Investment Companies

Low and Below Investment Grade Securities

Money Market Instruments

Mortgage-Backed Securities

Municipal Securities

Participation Interests

Preferred Stock

Private Placement and Other Restricted Securities

Real Estate Investment Trusts and Master Limited Partnerships

Repurchase Agreements

Reverse Repurchase Agreements

Standby Commitments

Stripped Securities

U.S. Government and Related Obligations

Variable- and Floating-Rate Obligations

Warrants and Rights

Investment Type

Contrarian
Core
Fund

Corporate
Income
Fund

Dividend
Income
Fund

Emerging
Markets
Fund

Energy
and
Natural
Resources
Fund

Greater
China
Fund

High
Yield
Municipal
Fund

High Yield
Opportunity
Fund

When-Issued, Delayed Delivery and Forward Commitment Transactions

Zero-Coupon, Pay-in-Kind and Step-Coupon Securities

Investment Type

Intermediate
Bond Fund

Intermediate
Municipal
Bond Fund

International
Bond Fund

Large Cap
Growth
Fund

MA
Intermediate
Municipal
Bond Fund

MA
Tax-Exempt
Fund

Mid Cap
Growth
Fund

Asset-Backed Securities

Bank Obligations

Domestic

Foreign

Common Stock

Convertible Securities

Corporate Debt Securities

Custody Receipts and Trust Certificates

Derivatives

Index or Linked Securities
(Structured Products)

Futures Contracts and Options on Futures Contracts

Stock Options and Stock Index Options

Swap Agreements

Dollar Rolls

Foreign Currency Transactions

Foreign Securities

Guaranteed Investment Contracts (Funding Arrangements)

Illiquid Securities

Initial Public Offerings

Investments in Other Investment Companies

Low and Below Investment Grade Securities

Money Market Instruments

Mortgage-Backed Securities

Municipal Securities

Participation Interests

Preferred Stock

Private Placement and Other Restricted Securities

Real Estate Investment Trusts and Master Limited Partnerships

Repurchase Agreements

Reverse Repurchase Agreements

Standby Commitments

Stripped Securities

U.S. Government and Related Obligations

Variable- and Floating-Rate Obligations

Warrants and Rights

When-Issued, Delayed Delivery and Forward Commitment Transactions

Zero-Coupon, Pay-in-Kind and Step-Coupon Securities

Investment Type

NY
Intermediate
Municipal
Bond Fund

NY
Tax-Exempt
Fund

Oregon
Intermediate
Municipal
Bond Fund

Pacific/
Asia
Fund

Real Estate
Equity
Fund

Select Large
Cap Growth
Fund

Select Small
Cap Fund

Small Cap
Core Fund

Asset-Backed Securities

Bank Obligations

Domestic

Foreign

Common Stock

Convertible Securities

Corporate Debt Securities

Custody Receipts and Trust Certificates

Derivatives

Index or Linked Securities (Structured Products)

Futures Contracts and Options on Futures Contracts

Stock Options and Stock Index Options

Swap Agreements

Dollar Rolls

Foreign Currency Transactions

Foreign Securities

Guaranteed Investment Contracts (Funding Arrangements)

Illiquid Securities

Initial Public Offerings

Investments in Other Investment Companies

Low and Below Investment Grade Securities

Money Market Instruments

Mortgage-Backed Securities

Municipal Securities

Participation Interests

Preferred Stock

Private Placement and Other Restricted Securities

Real Estate Investment Trusts and Master Limited Partnerships

Repurchase Agreements

Reverse Repurchase Agreements

Standby Commitments

Stripped Securities

U.S. Government and Related Obligations

Variable- and Floating-Rate Obligations

Warrants and Rights

When-Issued, Delayed Delivery and Forward Commitment Transactions

Zero-Coupon, Pay-in-Kind and Step-Coupon Securities

Investment Type

Small Cap
Growth
Fund I

Small Cap
Value
Fund I

Strategic
Income
Fund

Strategic
Investor
Fund

Tax-
Exempt
Fund

Technology
Fund

Ultra Short
Term Bond
Fund

U.S.
Treasury
Index
Fund

Value and
Restructuring
Fund

Asset-Backed Securities

Bank Obligations

Domestic

Foreign

Common Stock

Convertible Securities

Corporate Debt Securities

Custody Receipts and Trust Certificates

Derivatives

Index or Linked Securities (Structured Products)

Futures Contracts and Options on Futures Contracts

Stock Options and Stock Index Options

Swap Agreements

Dollar Rolls

Foreign Currency Transactions

Foreign Securities

Guaranteed Investment Contracts (Funding Arrangements)

Illiquid Securities

Initial Public Offerings

Investments in Other Investment Companies

Low and Below Investment Grade Securities

Money Market Instruments

Mortgage-Backed Securities

Municipal Securities

Participation Interests

Preferred Stock

Private Placement and Other Restricted Securities

Real Estate Investment Trusts and Master Limited Partnerships

Repurchase Agreements

Reverse Repurchase Agreements

Standby Commitments

Stripped Securities

U.S. Government and Related Obligations

Variable- and Floating-Rate Obligations

Warrants and Rights

When-Issued, Delayed Delivery and Forward Commitment Transactions

Zero-Coupon, Pay-in-Kind and Step-Coupon Securities

Asset-Backed Securities

Asset-backed securities represent interests in, or debt instruments that are backed by, pools of various types of assets that generate cash payments generally over fixed periods of time. Such securities entitle the security holders to receive distributions that are tied to the payments made on the underlying assets (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying assets effectively pass through to such security holders. Asset-backed securities typically are created by an originator of loans or owner of accounts receivable that sells such underlying assets to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying assets, and have a minimum denomination and specific term. Asset-backed securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Investing in asset-backed securities is subject to certain risks. For example, the value of asset-backed securities may be affected by, among other factors, changes in: interest rates, the market’s assessment of the quality of underlying assets, the creditworthiness of the servicer for the underlying assets, information concerning the originator of the underlying assets, or the creditworthiness or rating of the entities that provide any supporting letters of credit, surety bonds, derivative instruments, or other credit enhancement. The value of asset-backed securities also will be affected by the exhaustion, termination or expiration of any credit enhancement.

Declining or low interest rates may lead to a more rapid rate of repayment on the underlying assets, resulting in accelerated payments on asset-backed securities that then would be reinvested at a lesser rate of interest. Rising or high interest rates tend to lead to a slower rate of repayment on the underlying assets, resulting in slower than expected payments on asset-backed securities that can, in turn, lead to a decline in value. The impact of changing interest rates on the value of asset-backed securities may be difficult to predict and result in greater volatility. Holders of asset-backed securities generally have no recourse against the originator of the underlying assets in the event of a default on the underlying assets. Credit risk reflects the risk that a holder of asset-backed securities, backed by pools of receivables such as mortgage loans, may not receive all or part of its principal because the issuer, any credit enhancer and/or an underlying obligor has defaulted on its obligations. Credit risk is increased for asset-backed securities that are subordinated to another security (i.e., if the holder of an asset-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The more deeply subordinated the security, the greater the credit risk associated with the security will be.

Bank Obligations (Domestic and Foreign)

Bank obligations include certificates of deposit, bankers’ acceptances, time deposits and promissory notes that earn a specified rate of return and may be issued by (i) a domestic branch of a domestic bank, (ii) a foreign branch of a domestic bank, (iii) a domestic branch of a foreign bank or (iv) a foreign branch of a foreign bank. Bank obligations may be structured as fixed-, variable- or floating-rate obligations. See Permissible Fund Investments – Variable- and Floating-Rate Obligations for more information.

Certificates of deposit, or so-called CDs, typically are interest-bearing debt instruments issued by banks and have maturities ranging from a few weeks to several years. Bankers’ acceptances are time drafts drawn on and accepted by banks, are a customary means of effecting payment for merchandise sold in import-export transactions and are a general source of financing. Yankee dollar certificates of deposit are negotiable CDs issued in the United States by branches and agencies of foreign banks. Eurodollar certificates of deposit are CDs issued by foreign (mainly European) banks with interest and principal paid in U.S. dollars. Such CDs typically have maturities of less than two years and have interest rates that typically are pegged to the London Interbank Offered

Rate or LIBOR. A time deposit can be either a savings account or CD that is an obligation of a financial institution for a fixed term. Typically, there are penalties for early withdrawals of time deposits. Promissory notes are written commitments of the maker to pay the payee a specified sum of money either on demand or at a fixed or determinable future date, with or without interest.

Bank investment contracts are issued by banks. Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of a bank. The bank then credits to the Fund payments at floating or fixed interest rates. A Fund also may hold funds on deposit with its custodian for temporary purposes.

Investing in bank obligations is subject to certain risks. Certain bank obligations, such as some CDs, are insured by the FDIC up to certain specified limits. Many other bank obligations, however, are neither guaranteed nor insured by the FDIC or the U.S. Government. These bank obligations are “backed” only by the creditworthiness of the issuing bank or parent financial institution. Domestic and foreign banks are subject to different governmental regulation. Accordingly, certain obligations of foreign banks, including Eurodollar and Yankee dollar obligations, involve different investment risks than those affecting obligations of domestic banks, including, among others, the possibilities that: (i) their liquidity could be impaired because of political or economic developments; (ii) the obligations may be less marketable than comparable obligations of domestic banks; (iii) a foreign jurisdiction might impose withholding and other taxes at high levels on interest income; (iv) foreign deposits may be seized or nationalized; (v) foreign governmental restrictions such as exchange controls may be imposed, which could adversely affect the payment of principal or interest on those obligations; (vi) there may be less publicly available information concerning foreign banks issuing the obligations; and (vii) the reserve requirements and accounting, auditing and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to domestic banks. Foreign banks generally are not subject to examination by any U.S. Government agency or instrumentality.

Common Stock

Common stock represents a unit of equity ownership of a corporation. Owners typically are entitled to vote on the selection of directors and other important corporate governance matters, and to receive dividend payments, if any, on their holdings. However, ownership of common stock does not entitle owners to participate in the day-to-day operations of the corporation. Common stocks of domestic and foreign public corporations can be listed, and their shares traded, on domestic stock exchanges, such as the NYSE or the NASDAQ Stock Market. Domestic and foreign corporations also may have their shares traded on foreign exchanges, such as the London Stock Exchange or Tokyo Stock Exchange. Common stock may be privately placed or publicly offered. See Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Investing in common stocks is subject to certain risks. Stock market risk, for example, is the risk that the value of such stocks, like the broader stock markets, may decline over short or even extended periods of time, perhaps substantially or unexpectedly. Domestic and foreign stock markets tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. The value of individual stocks will rise and fall based on factors specific to each company, such as changes in earnings or management, as well as general economic and market factors.

If a corporation is liquidated, the claims of secured and unsecured creditors and owners of debt securities and “preferred” stock take priority over the claims of those who own common stock.

Investing in common stocks also poses risks applicable to the particular type of company issuing the common stock. For example, stocks of smaller companies tend to have greater price swings than stocks of larger companies because, among other things, they trade less frequently and in lower volumes, are more susceptible to changes in economic conditions, may be more reliant on singular products or services and are more vulnerable to larger competitors. Common stocks of these types of companies may have a higher potential for gains, but also may be subject to greater risk of loss.

Investing in common stocks also poses risks applicable to a particular industry, such as technology, financial services, consumer goods or natural resources (e.g., oil and gas). To some extent, the prices of common stocks tend to move by industry sector. When market conditions favorably affect, or are expected to favorably affect, an industry, the share prices of the common stocks of companies in that industry tend to rise. Conversely, negative news or a poor outlook for a particular industry can cause the share prices of the common stocks of companies in that industry to decline quickly.

Convertible Securities

Convertible securities include bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). As such, convertible securities combine the investment characteristics of debt securities and equity securities. A holder of convertible securities is entitled to receive the income of a bond, debenture or note or the dividend of a preferred stock until the conversion privilege is exercised. The market value of convertible securities generally is a function of, among other factors, interest rates, the rates of return of similar nonconvertible securities and the financial strength of the issuer. The market value of convertible securities tends to decline as interest rates rise and, conversely, to rise as interest rates decline. However, a convertible security’s market value tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than its conversion price. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the rate of return of the convertible security. Because both interest rate and market movements can influence their value, convertible securities generally are not as sensitive to changes in interest rates as similar debt securities nor generally are they as sensitive to changes in share price as their underlying common stock. Convertible securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Investing in convertible securities is subject to certain risks. Certain convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid and, therefore, may be more difficult to resell in a timely fashion or for a fair price, which could result in investment losses. Certain convertible securities may have a mandatory conversion feature, pursuant to which the securities convert automatically into common stock or other equity securities (of the same or a different issuer) at a specified date and a specified exchange ratio. Certain convertible securities may be convertible at the option of the issuer, which may require a holder to convert the security into the underlying common stock, even at times when the value of the underlying common stock or other equity security has declined substantially. In addition, some convertible securities may be rated below investment grade or may not be rated and, therefore, may be considered speculative investments. Companies that issue convertible securities frequently are small- and mid-capitalization companies and, accordingly, carry the risks associated with such companies. In addition, the credit rating of a company’s convertible securities generally is lower than that of its conventional debt securities. Convertible securities are senior to equity securities and have a claim to the assets of an issuer prior to the holders of the issuer’s common stock in the event of liquidation but generally are subordinate to similar non-convertible debt securities of the same issuer. Some convertible securities are particularly sensitive to changes in interest rates when their predetermined conversion price is much higher than the price for the issuing company’s common stock.

Corporate Debt Securities

Corporate debt securities are fixed income securities typically issued by businesses to finance their operations. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their interest rates, maturity dates and secured or unsecured status. Commercial paper has the shortest term and usually is unsecured. The broad category of corporate debt securities

includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and large-capitalizations. The category also includes bank loans, as well as assignments, participations and other interests in bank loans. Corporate debt securities may be rated investment grade or below investment grade and may be structured as fixed-, variable or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Extendible commercial notes (ECNs) are very similar to commercial paper except that with ECNs, the issuer has the option to extend the notes’ maturity. ECNs are issued at a discount rate, with an initial redemption of not more than 90 days from the date of issue. If ECNs are not redeemed by the issuer on the initial redemption date, the issuer will pay a premium (step-up) rate based on the ECN’s credit rating at the time.

Because of the wide range of types and maturities of corporate debt securities, as well as the range of creditworthiness of issuers, corporate debt securities can have widely varying risk/return profiles. For example, commercial paper issued by a large established domestic corporation that is rated by an NRSRO as investment grade may have a relatively modest return on principal but present relatively limited risk. On the other hand, a long-term corporate note issued, for example, by a small foreign corporation from an emerging market country that has not been rated by an NRSRO may have the potential for relatively large returns on principal but carries a relatively high degree of risk.

Investing in corporate debt securities is subject to certain risks including, among others, credit and interest rate risk. Credit risk is the risk that a Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it becomes due. Some corporate debt securities that are rated below investment grade by an NRSRO generally are considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than and, therefore, may be paid in full before, lower ranking (subordinated) securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than do corporate debt securities with shorter terms.

Custody Receipts and Trust Certificates

Custody receipts and trust certificates are derivative products that evidence direct ownership in a pool of securities. Typically, a sponsor will deposit a pool of securities with a custodian in exchange for custody receipts evidencing interests in those securities. The sponsor generally then will sell the custody receipts or trust certificates in negotiated transactions at varying prices. Each custody receipt or trust certificate evidences the individual securities in the pool and the holder of a custody receipt or trust certificate generally will have all the rights and privileges of owners of those securities.

Investing in custody receipts and trust certificates is subject to certain risks. Custody receipts and trust certificates generally are subject to the same risks as the securities evidenced by the receipts or certificates. Custody receipts and trust certificates also may be less liquid than the underlying securities.

Derivatives

General

Derivatives are financial instruments whose values are based on (or “derived” from) traditional securities (such as a stock or a bond), assets (such as a commodity, like gold), reference rates (such as LIBOR), market

indices (such as the S&P 500 ^® Index) or customized baskets of securities or instruments. Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded on regulated exchanges. These types of derivatives are standardized contracts that can easily be bought and sold, and whose market values are determined and published daily. Non-standardized derivatives, on the other hand, tend to be more specialized or complex, and may be harder to value. Derivatives afford leverage and, when used properly, can enhance returns and be useful in hedging portfolios. Some common types of derivatives include futures; options; options on futures; forward foreign currency exchange contracts; forward contracts on securities and securities indices; linked securities and structured products; CMOs; stripped securities; warrants; swap agreements and swaptions.

A Fund may use derivatives for a variety of reasons, including, for example: (i) to enhance its return; (ii) to attempt to protect against possible changes in the market value of securities held in or to be purchased for its portfolio resulting from securities markets or currency exchange rate fluctuations (i.e., to hedge); (iii) to protect its unrealized gains reflected in the value of its portfolio securities; (iv) to facilitate the sale of such securities for investment purposes; (v) to reduce transaction costs; and/or (vi) to manage the effective maturity or duration of its portfolio.

A Fund’s use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying security, asset, index or reference rate, which may be magnified by certain features of the derivatives. These risks are heightened when a Fund uses derivatives to enhance its return or as a substitute for a position or security, rather than solely to hedge or offset the risk of a position or security held by a Fund. There is also a risk that the derivative will not correlate well with the security for which it is substituting. A Fund’s use of derivatives to leverage risk also may exaggerate a loss, potentially causing a Fund to lose more money than if it had invested in the underlying security, or limit a potential gain. The success of management’s derivative strategies will depend on its ability to assess and predict the impact of market or economic developments on the underlying security, asset, index or reference rate and the derivative itself, without necessarily the benefit of observing the performance of the derivative under all possible market conditions. Other risks arise from a Fund’s potential inability to terminate or sell its derivative positions as a liquid secondary market for such positions may not exist at times when a Fund may wish to terminate or sell them. Over-the-counter instruments (investments not traded on an exchange) may be illiquid. Derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. Also, with some derivative strategies there is the risk that a Fund may not be able to find a suitable derivative transaction counterparty, and thus may be unable to invest in derivatives altogether. The use of derivatives may also increase the amount and accelerate the timing of taxes payable by shareholders.

A Fund may use any or all of the above investment techniques and may purchase different types of derivative instruments at any time and in any combination. There is no particular strategy that dictates the use of one technique over another, as the use of derivatives is a function of numerous variables, including market conditions.

Index or Linked Securities (Structured Products)

General. Indexed or linked securities, also often referred to as “structured products,” are instruments that may have varying combinations of equity and debt characteristics. These instruments are structured to recast the investment characteristics of the underlying security or reference asset. If the issuer is a unit investment trust or other special purpose vehicle, the structuring will typically involve the deposit with or purchase by such issuer of specified instruments (such as commercial bank loans or securities) and/or the execution of various derivative transactions, and the issuance by that entity of one or more classes of securities (structured securities) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments.

Indexed and Inverse Floating Rate Securities . A Fund may invest in securities that provide a potential return based on a particular index of value or interest rates. For example, a Fund may invest in securities that pay interest based on an index of interest rates. The principal amount payable upon maturity of certain securities also may be based on the value of the index. To the extent a Fund invests in these types of securities, a Fund’s return on such securities will rise and fall with the value of the particular index: that is, if the value of the index falls, the value of the indexed securities owned by a Fund will fall. Interest and principal payable on certain securities may also be based on relative changes among particular indices.

A Fund may also invest in so-called “inverse floaters” or “residual interest bonds” on which the interest rates vary inversely with a floating rate (which may be reset periodically by a dutch auction, a remarketing agent, or by reference to a short-term tax-exempt interest rate index). A Fund may purchase synthetically-created inverse floating rate bonds evidenced by custodial or trust receipts. Generally, income on inverse floating rate bonds will decrease when interest rates increase, and will increase when interest rates decrease. Such securities have the effect of providing a degree of investment leverage, since they may increase or decrease in value in response to changes, as an illustration, in market interest rates at a rate that is a multiple of the rate at which fixed-rate securities increase or decrease in response to such changes. As a result, the market values of such securities will generally be more volatile than the market values of fixed-rate securities. To seek to limit the volatility of these securities, a Fund may purchase inverse floating obligations that have shorter-term maturities or that contain limitations on the extent to which the interest rate may vary. Certain investments in such obligations may be illiquid. A Fund may invest in indexed and inverse securities for hedging purposes or to seek to increase returns. When used for hedging purposes, indexed and inverse securities involve correlation risk. Furthermore, where such a security includes a contingent liability, in the event of an adverse movement in the underlying index or interest rate, a Fund may be required to pay substantial additional margin to maintain the position.

Credit Linked Securities . Among the income producing securities in which a Fund may invest are credit linked securities. The issuers of these securities frequently are limited purpose trusts or other special purpose vehicles that, in turn, invest in a derivative instrument or basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain fixed income markets. For instance, a Fund may invest in credit linked securities as a cash management tool in order to gain exposure to a certain market and/or to remain fully invested when more traditional income producing securities are not available.

Like an investment in a bond, investments in these credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on or linked to the issuer’s receipt of payments from, and the issuer’s potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. For instance, the issuer may sell one or more credit default swaps, under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and/or principal that a Fund would receive. A Fund’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. These securities generally are exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

Index-, Commodity-, Currency- and Equity-Linked Securities . “Index-linked” or “commodity-linked” notes are debt securities of companies that call for interest payments and/or payment at maturity in different terms than the typical note where the borrower agrees to make fixed interest payments and to pay a fixed sum at maturity. Principal and/or interest payments on an index-linked or commodity-linked note depend on the performance of

one or more market indices, such as the S&P 500 ^® Index, a weighted index of commodity futures such as crude oil, gasoline and natural gas or the market prices of a particular commodity or basket of commodities or securities. Equity-linked securities are short-term or intermediate term instruments having a value at maturity and/or interest rate determined by reference to the market prices of one or more equity securities. At maturity, the principal amount of an equity-linked debt security is often exchanged for common stock of the issuer or is payable in an amount based on the issuer’s common stock price at the time of maturity. Currency-linked debt securities are short-term or intermediate-term instruments having a value at maturity, and/or an interest rate, determined by reference to one or more foreign currencies. Payment of principal or periodic interest may be calculated as a multiple of the movement of one currency against another currency, or against an index.

Index, commodity, currency and equity-linked securities may entail substantial risks. Such instruments may be subject to significant price volatility. The company issuing the instrument may fail to pay the amount due on maturity. The underlying investment or security may not perform as expected by the Investment Manager or a subadviser. Markets, underlying securities and indexes may move in a direction that was not anticipated by the Investment Manager or a subadviser. Performance of the derivatives may be influenced by interest rate and other market changes in the United States and abroad, and certain derivative instruments may be illiquid.

Linked securities are often issued by unit investment trusts. Examples of this include such index-linked securities as S&P Depositary Receipts (SPDRs), which is an interest in a unit investment trust holding a portfolio of securities linked to the S&P 500 ^® Index, and a type of exchange-traded fund (ETF). Because a unit investment trust is an investment company under the 1940 Act, a Fund’s investments in SPDRs are subject to the limitations set forth in Section 12(d)(1)(A) of the 1940 Act. SPDRs closely track the underlying portfolio of securities, trade like a share of common stock and pay periodic dividends proportionate to those paid by the portfolio of stocks that comprise the S&P 500 ^® Index. As a holder of interests in a unit investment trust, a Fund would indirectly bear its ratable share of that unit investment trust’s expenses. At the same time, a Fund would continue to pay its own management and advisory fees and other expenses, as a result of which a Fund and its shareholders in effect would be absorbing levels of fees with respect to investments in such unit investment trusts.

Equity-linked securities include issues such as Structured Yield Product Exchangeable for Stock (STRYPES), Trust Automatic Common Exchange Securities (TRACES), Trust Issued Mandatory Exchange Securities (TIMES), and Trust Enhanced Dividend Securities (TRENDS). The issuers of these equity-linked securities generally purchase and hold a portfolio of stripped U.S. Treasury securities maturing on a quarterly basis through the conversion date, and a forward purchase contract with an existing shareholder of the company relating to the common stock. Quarterly distributions on such equity-linked securities generally consist of the cash received from the U.S. Treasury securities and such equity-linked securities generally are not entitled to any dividends that may be declared on the common stock.

Investing in structured products and linked securities is subject to certain risks. Because structured products typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured products may be structured as a class that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured products typically have higher rates of return and present greater risks than unsubordinated structured products. Structured products sometimes are sold in private placement transactions and often have a limited trading market.

Investments in “linked” securities have the potential to lead to significant losses because of unexpected movements in the underlying financial asset, index, currency or other investment. The ability of a Fund to utilize linked-securities successfully will depend on its ability correctly to predict pertinent market movements, which cannot be assured. Because currency-linked securities usually relate to foreign currencies, some of which may be currencies from emerging market countries, there are certain additional risks associated with such investments.

SPDRs are subject to the risks of an investment in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of such

investment. In addition, because individual investments in SPDRs are not redeemable, except upon termination of the unit investment trust, the liquidity of small holdings of SPDRs will depend upon the existence of a secondary market. Large holdings of SPDRs are called “creation unit size” and are redeemable in-kind only and are not redeemable for cash from the unit investment trust. The price of a SPDR is derived from and based upon the securities held by the unit investment trust. Accordingly, the level of risk involved in the purchase or sale of a SPDR is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for SPDRs is based on a basket of stocks. Disruptions in the markets for the securities underlying SPDRs purchased or sold by a Fund could result in losses on SPDRs.

Futures Contracts and Options on Futures Contracts

Futures Contracts. A futures contract sale creates an obligation by the seller to deliver the type of security or other asset called for in the contract at a specified delivery time for a stated price. A futures contract purchase creates an obligation by the purchaser to take delivery of the type of security or other asset called for in the contract at a specified delivery time for a stated price. The specific security or other asset delivered or taken at the settlement date is not determined until on or near that date. The determination is made in accordance with the rules of the exchange on which the futures contract was made. A Fund may enter into futures contracts which are traded on national or foreign futures exchanges and are standardized as to maturity date and underlying security or other asset. Futures exchanges and trading in the United States are regulated under the Commodity Exchange Act (CEA) by the Commodity Futures Trading Commission (CFTC), a U.S. Government agency.

Traders in futures contracts may be broadly classified as either “hedgers” or “speculators.” Hedgers use the futures markets primarily to offset unfavorable changes (anticipated or potential) in the value of securities or other assets currently owned or expected to be acquired by them. Speculators less often own the securities or other assets underlying the futures contracts which they trade, and generally use futures contracts with the expectation of realizing profits from fluctuations in the value of the underlying securities or other assets. Pursuant to a notice of eligibility claiming exclusion from the definition of commodity pool operator filed with the CFTC and the National Futures Association on behalf of the Funds, neither the Trust nor any of the individual Funds is deemed to be a “commodity pool operator” under the CEA, and, accordingly, they are not subject to registration or regulation as such under the CEA. However, the CFTC is implementing significant changes in the way in which registered investment companies that invest in commodities markets are regulated. Certain Funds may be compelled to consider significant changes in the manner by which they gain exposure to the commodities markets and may be subject to additional regulatory costs.

Upon entering into futures contracts, in compliance with the SEC’s requirements, cash or liquid securities, equal in value to the amount of a Fund’s obligation under the contract (less any applicable margin deposits and any assets that constitute “cover” for such obligation), will be segregated with a Fund’s custodian.

Unlike when a Fund purchases or sells a security, no price is paid or received by a Fund upon the purchase or sale of a futures contract, although a Fund is required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash and/or U.S. Government securities in order to initiate and maintain open positions in futures contracts. This amount is known as “initial margin.” The nature of initial margin in futures transactions is different from that of margin in security transactions, in that futures contract margin does not involve the borrowing of funds by a Fund to finance the transactions. Rather, initial margin is in the nature of a performance bond or good faith deposit intended to assure completion of the contract (delivery or acceptance of the underlying security or other asset) that is returned to a Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Minimum initial margin requirements are established by the relevant futures exchange and may be changed. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin which may range upward from less than 5% of the value of the contract being traded. Subsequent payments, called “variation margin,” to and from the broker (or the custodian) are made on a daily basis as the price of the underlying security or other asset fluctuates, a process known as “marking to market.” If the futures contract

price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin will be required. Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made for as long as the contract remains open. A Fund expects to earn interest income on its margin deposits.

Although futures contracts by their terms call for actual delivery or acceptance of securities or other assets (stock index futures contracts or futures contracts that reference other intangible assets do not permit delivery of the referenced assets), the contracts usually are closed out before the settlement date without the making or taking of delivery. A Fund may elect to close some or all of its futures positions at any time prior to their expiration. The purpose of taking such action would be to reduce or eliminate the position then currently held by a Fund. Closing out an open futures position is done by taking an opposite position (“buying” a contract which has previously been “sold,” “selling” a contract previously “purchased”) in an identical contract (i.e., the same aggregate amount of the specific type of security or other asset with the same delivery date) to terminate the position. Final determinations are made as to whether the price of the initial sale of the futures contract exceeds or is below the price of the offsetting purchase, or whether the purchase price exceeds or is below the offsetting sale price. Final determinations of variation margin are then made, additional cash is required to be paid by or released to a Fund, and a Fund realizes a loss or a gain. Brokerage commissions are incurred when a futures contract is bought or sold.

Successful use of futures contracts by a Fund is subject to the Investment Manager’s or a subadviser’s ability to predict correctly movements in the direction of interest rates and other factors affecting securities and commodities markets. This requires different skills and techniques than those required to predict changes in the prices of individual securities. A Fund, therefore, bears the risk that future market trends will be incorrectly predicted.

The risk of loss in trading futures contracts in some strategies can be substantial, due both to the relatively low margin deposits required and the potential for an extremely high degree of leverage involved in futures contracts. As a result, a relatively small price movement in a futures contract may result in an immediate and substantial loss to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount posted as initial margin for the contract.

In the event of adverse price movements, a Fund would continue to be required to make daily cash payments in order to maintain its required margin. In such a situation, if a Fund has insufficient cash, it may have to sell portfolio securities in order to meet daily margin requirements at a time when it may be disadvantageous to do so. The inability to close the futures position also could have an adverse impact on the ability to hedge effectively.

To reduce or eliminate a hedge position held by a Fund, a Fund may seek to close out a position. The ability to establish and close out positions will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop or continue to exist for a particular futures contract, which may limit a Fund’s ability to realize its profits or limit its losses. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain contracts; (ii) restrictions may be imposed by an exchange on opening transactions, closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of contracts, or underlying securities; (iv) unusual or unforeseen circumstances, such as volume in excess of trading or clearing capability, may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the

trading of contracts (or a particular class or series of contracts), in which event the secondary market on that exchange (or in the class or series of contracts) would cease to exist, although outstanding contracts on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

Interest Rate Futures Contracts . Bond prices are established in both the cash market and the futures market. In the cash market, bonds are purchased and sold with payment for the full purchase price of the bond being made in cash, generally within five business days after the trade. In the futures market, a contract is made to purchase or sell a bond in the future for a set price on a certain date. Historically, the prices for bonds established in the futures markets have tended to move generally in the aggregate in concert with the cash market prices and have maintained fairly predictable relationships. Accordingly, a Fund may use interest rate futures contracts as a defense, or hedge, against anticipated interest rate changes. A Fund presently could accomplish a similar result to that which it hopes to achieve through the use of interest rate futures contracts by selling bonds with long maturities and investing in bonds with short maturities when interest rates are expected to increase, or conversely, selling bonds with short maturities and investing in bonds with long maturities when interest rates are expected to decline. However, because of the liquidity that is often available in the futures market, the protection is more likely to be achieved, perhaps at a lower cost and without changing the rate of interest being earned by a Fund, through using futures contracts.

Interest rate futures contracts are traded in an auction environment on the floors of several exchanges – principally, the Chicago Board of Trade, the Chicago Mercantile Exchange and the New York Futures Exchange. Each exchange guarantees performance under contract provisions through a clearing corporation, a nonprofit organization managed by the exchange membership. A public market exists in futures contracts covering various financial instruments including long-term U.S. Treasury Bonds and Notes; GNMA modified pass-through mortgage backed securities; three-month U.S. Treasury Bills; and ninety-day commercial paper. A Fund may also invest in exchange-traded Eurodollar contracts, which are interest rate futures on the forward level of LIBOR. These contracts are generally considered liquid securities and trade on the Chicago Mercantile Exchange. Such Eurodollar contracts are generally used to “lock-in” or hedge the future level of short-term rates. A Fund may trade in any interest rate futures contracts for which there exists a public market, including, without limitation, the foregoing instruments.

Index Futures Contracts . An index futures contract is a contract to buy or sell units of an index at a specified future date at a price agreed upon when the contract is made. Entering into a contract to buy units of an index is commonly referred to as buying or purchasing a contract or holding a long position in the index. Entering into a contract to sell units of an index is commonly referred to as selling a contract or holding a short position in the index. A unit is the current value of the index. A Fund may enter into stock index futures contracts, debt index futures contracts, or other index futures contracts appropriate to its objective(s). Funds may use index futures contracts for hedging or non-hedging purposes.

There are several risks in connection with the use by a Fund of index futures as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the index futures and movements in the prices of securities which are the subject of the hedges. The Investment Manager or a subadviser may attempt to reduce this risk by selling, to the extent possible, futures on indices the movements of which will, in its judgment, have a significant correlation with movements in the prices of a Fund’s portfolio securities sought to be hedged.

Municipal Bond Index Futures Contracts . Municipal bond index futures contracts may act as a hedge against changes in market conditions. A municipal bond index assigns values daily to the municipal bonds included in the index based on the independent assessment of dealer-to-dealer municipal bond brokers. A municipal bond index futures contract represents a firm commitment by which two parties agree to take or make delivery of an amount equal to a specified dollar amount multiplied by the difference between the municipal bond index value on the last trading date of the contract and the price at which the futures contract is originally struck. No physical delivery of the underlying securities in the index is made.

Commodity-Linked Futures Contracts . Commodity-linked futures contracts are traded on futures exchanges. These futures exchanges offer a central marketplace in which to transact in futures contracts, a clearing corporation to process trades, and standardization of expiration dates and contract sizes. Futures markets also specify the terms and conditions of delivery as well as the maximum permissible price movement during a trading session. Additionally, the commodity futures exchanges may have position limit rules that limit the amount of futures contracts that any one party may hold in a particular commodity at any point in time. These position limit rules are designed to prevent any one participant from controlling a significant portion of the market.

Commodity-linked futures contracts are generally based upon commodities within five main commodity groups: (1) energy, which includes, among others, crude oil, brent crude oil, gas oil, natural gas, gasoline and heating oil; (2) livestock, which includes, among others, feeder cattle, live cattle and hogs; (3) agriculture, which includes, among others, wheat (Kansas wheat and Chicago wheat), corn, soybeans, cotton, coffee, sugar and cocoa; (4) industrial metals, which includes, among others, aluminum, copper, lead, nickel and zinc; and (5) precious metals, which includes, among others, gold and silver. A Fund may purchase commodity futures contracts, swaps on commodity futures contracts, options on futures contracts and options and futures on commodity indices with respect to these five main commodity groups and the individual commodities within each group, as well as other types of commodities.

The price of a commodity futures contract will reflect the storage costs of purchasing the physical commodity. These storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical commodity that are not obtained by the holder of a futures contract (this is sometimes referred to as the “convenience yield”). To the extent that these storage costs change for an underlying commodity while a Fund is long futures contracts on that commodity, the value of the futures contract may change proportionately.

In the commodity futures markets, if producers of the underlying commodity wish to hedge the price risk of selling the commodity, they will sell futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to take the corresponding long side of the same futures contract, the commodity producer must be willing to sell the futures contract at a price that is below the expected future spot price. Conversely, if the predominate hedgers in the futures market are the purchasers of the underlying commodity who purchase futures contracts to hedge against a rise in prices, then speculators will only take the short side of the futures contract if the futures price is greater than the expected future spot price of the commodity.

The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price. This can have significant implications for a Fund when it is time to replace an existing contract with a new contract. If the nature of hedgers and speculators in futures markets has shifted such that commodity purchasers are the predominate hedgers in the market, a Fund might open the new futures position at a higher price or choose other related commodity-linked investments.

The values of commodities which underlie commodity futures contracts are subject to additional variables which may be less significant to the values of traditional securities such as stocks and bonds. Variables such as drought, floods, weather, livestock disease, embargoes and tariffs may have a larger impact on commodity prices and commodity-linked investments, including futures contracts, commodity-linked structured notes, commodity-linked options and commodity-linked swaps, than on traditional securities. These additional variables may create additional investment risks which subject a Fund’s commodity-linked investments to greater volatility than investments in traditional securities.

Options on Futures Contracts. A Fund may purchase and write call and put options on those futures contracts that it is permitted to buy or sell. A Fund may use such options on futures contracts in lieu of writing options directly on the underlying securities or other assets or purchasing and selling the underlying futures

contracts. Such options generally operate in the same manner as options purchased or written directly on the underlying investments. A futures option gives the holder, in return for the premium paid, the right to buy from (call) or sell to (put) the writer of the option a futures contract at a specified price at any time during the period of the option. Upon exercise, the writer of the option is obligated to pay the difference between the cash value of the futures contract and the exercise price. Like the buyer or seller of a futures contract, the holder or writer of an option has the right to terminate its position prior to the scheduled expiration of the option by selling or purchasing an option of the same series, at which time the person entering into the closing purchase transaction will realize a gain or loss. There is no guarantee that such closing purchase transactions can be effected.

A Fund will enter into written options on futures contracts only when, in compliance with the SEC’s requirements, cash or liquid securities equal in value to the underlying security’s or other asset’s value (less any applicable margin deposits) have been deposited in a segregated account. A Fund will be required to deposit initial margin and maintenance margin with respect to put and call options on futures contracts written by it pursuant to brokers’ requirements similar to those described above.

Investments in futures options involve some of the same risks that are involved in connection with investments in futures contracts (for example, the existence of a liquid secondary market). In addition, the purchase of an option also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option purchased. There may be circumstances when the purchase of a call or put option on a futures contract would result in a loss to a Fund when the purchase or sale of a futures contract would not, such as when there is no movement in the prices of the hedged investments. In general, the market prices of options can be expected to be more volatile than the market prices on the underlying futures contracts. Compared to the purchase or sale of futures contracts, however, the purchase of call or put options on futures contracts may frequently involve less potential risk to a Fund because the maximum amount at risk is the premium paid for the options (plus transaction costs).

Successful use of index futures by a Fund is also subject to the Investment Manager’s or a subadviser’s ability to predict correctly movements in the direction of the market. It is possible that, for example, where a Fund has sold futures to hedge its portfolio against a decline in the market, the index on which the futures are written may advance and the value of securities held in a Fund’s portfolio may decline. If this occurred, a Fund would lose money on the futures and also experience a decline in the value of its portfolio securities, as a Fund’s ability to effectively hedge all or a portion of the securities in its portfolio, in anticipation of or during a market decline, through transactions in futures or put options on stock indices, depends on the degree to which price movements in the underlying index correlate with the price movements of the securities held by a Fund. Inasmuch as a Fund’s securities will not duplicate the components of an index, the correlation will not be perfect. Consequently, a Fund bears the risk that the prices of its securities being hedged will not move to the same extent as do the prices of its put options on the stock indices. It is also possible that, if a Fund has hedged against the possibility of a decline in the market adversely affecting securities held in its portfolio and securities prices increase instead, a Fund will lose part or all of the benefit of the increased values of those securities that it has hedged, because it will have offsetting losses in its futures positions. In addition, in such situations, if a Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements.

In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the index futures and the securities of the portfolio being hedged, the prices of index futures may not correlate perfectly with movements in the underlying index due to certain market distortions. First, all participants in the futures markets are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions, which would distort the normal relationship between the index and futures markets. Second, margin requirements in the futures market are less onerous than margin requirements in the securities market, and as a result, the futures market may attract more speculators than the securities market. Increased participation by speculators in the futures market may also cause temporary price distortions. Due to the possibility of price distortions in the futures market, and also because of the imperfect correlation between movements in an index

and movements in the prices of index futures, even a correct forecast of general market trends by the Investment Manager or a subadviser may still not result in a successful hedging transaction.

There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in a futures contract or related option. Most futures exchanges limit the amount of fluctuation permitted in some contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and, therefore, does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

Options on Index Futures Contracts . A Fund may also purchase and sell options on index futures contracts. Options on index futures give the purchaser the right, in return for the premium paid, to assume a position in an index futures contract (a long position if the option is a call and a short position if the option is a put), at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the index futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the index future. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash equal to the difference between the exercise price of the option and the closing level of the index on which the future is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.

There are various risks in connection with the use by a Fund of index futures as a hedging device. For example, a risk arises because of the imperfect correlation between movements in the prices of the index futures and movements in the prices of securities which are the subject of the hedges. The Investment Manager or a subadviser may attempt to reduce this risk by selling, to the extent possible, futures on indices the movements of which will, in its judgment, have a significant correlation with movements in the prices of a Fund’s portfolio securities sought to be hedged; there can be no assurance that the Investment Manager or a subadviser will be successful in doing so.

Use by Tax-Exempt Funds of Interest Rate and U.S. Treasury Security Futures Contracts and Options . If a Fund invests in tax-exempt securities, it may purchase and sell futures contracts and related options on interest rate and U.S. Treasury securities when, in the opinion of the Investment Manager or a subadviser, price movements in these security futures and related options will correlate closely with price movements in the tax-exempt securities which are the subject of the hedge. Interest rate and U.S. Treasury securities futures contracts require the seller to deliver, or the purchaser to take delivery of, the type of security called for in the contract at a specified date and price. Options on interest rate and U.S. Treasury security futures contracts give the purchaser the right in return for the premium paid to assume a position in a futures contract at the specified option exercise price at any time during the period of the option.

In addition to the risks generally involved in using futures contracts, there is also a risk that price movements in interest rate and U.S. Treasury security futures contracts and related options will not correlate closely with price movements in markets for tax-exempt securities.

Stock Options and Stock Index Options

A Fund may purchase and write (i.e., sell) put and call options. Such options may relate to particular stocks or stock indices, and may or may not be listed on a domestic or foreign securities exchange and may or may not

be issued by the Options Clearing Corporation (OCC). Stock index options are put options and call options on various stock indices. In most respects, they are identical to listed options on common stocks.

There is a key difference between stock options and stock index options in connection with their exercise. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of an index option, settlement does not occur by delivery of the securities comprising the index. The option holder who exercises the index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than (in the case of a call) or less than (in the case of a put) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the stock index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in the market value of the securities included in the index. For example, some stock index options are based on a broad market index, such as the S&P 500 ^® Index or a narrower market index, such as the S&P 100 ^® Index. Indices may also be based on an industry or market segment.

The successful use of a Fund’s options strategies depends on the ability of the Investment Manager or a subadviser to forecast interest rate and market movements correctly. When it purchases an option, a Fund runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless a Fund exercises the option or enters into a closing sale transaction for such option during the life of the option. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, a Fund will lose part or all of its investment in the option. This contrasts with an investment by a Fund in the underlying securities, since a Fund may continue to hold its investment in those securities notwithstanding the lack of a change in price of those securities.

The effective use of options also depends on a Fund’s ability to terminate option positions at times when the Investment Manager or a subadviser deems it desirable to do so. Although a Fund will take an option position only if the Investment Manager or a subadviser believes there is a liquid secondary market for the option, there is no assurance that a Fund will be able to effect closing transactions at any particular time or at an acceptable price.

If a secondary trading market in options were to become unavailable, a Fund could no longer engage in closing transactions. The writer in such circumstances would be subject to the risk of market decline or appreciation in the instrument during such period. If an option purchased by a Fund expires unexercised, a Fund will realize a loss equal to the premium paid. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options, or underlying securities; (iv) unusual or unforeseen circumstances, such as volume in excess of trading or clearing capability, may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in the class or series of options) would cease to exist, although outstanding options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

Disruptions in the markets for the securities underlying options purchased or sold by a Fund could result in losses on the options. If trading is interrupted in an underlying security, the trading of options on that security is normally halted as well. As a result, a Fund as purchaser or writer of an option will be unable to close out its positions until options trading resumes, and it may be faced with losses if trading in the security reopens at a substantially different price. In addition, the OCC or other options markets may impose exercise restrictions. If a prohibition on exercise is imposed at a time when trading in the option has also been halted, a Fund as purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If a prohibition on exercise remains in effect until an option owned by a Fund has expired, a Fund could lose the entire value of its option.

Special risks are presented by internationally traded options. Because of time differences between the United States and various foreign countries, and because different holidays are observed in different countries, foreign options markets may be open for trading during hours or on days when U.S. markets are closed. As a result, option premiums may not reflect the current prices of the underlying interest in the United States.

Dealer (Over-the-Counter) Options . Dealer options are options negotiated individually through dealers rather than traded on an exchange. Certain risks are specific to dealer options. While a Fund might look to a clearing corporation to exercise exchange-traded options, if a Fund purchases a dealer option it must rely on the selling dealer to perform if a Fund exercises the option. Failure by the dealer to do so would result in the loss of the premium paid by a Fund as well as loss of the expected benefit of the transaction. Exchange-traded options generally have a continuous liquid market while dealer options more often may not. Consequently, a Fund can realize the value of a dealer option it has purchased only by exercising or reselling the option to the issuing dealer. Similarly, when a Fund writes a dealer option, a Fund can close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer. While each Fund seeks to enter into dealer options only with dealers who will agree to and can enter into closing transactions with a Fund, no assurance exists that a Fund will at any time be able to liquidate a dealer option at a favorable price at any time prior to expiration. Unless a Fund, as a covered dealer call option writer, can effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) used as cover until the option expires or is exercised. In the event of insolvency of the other party, a Fund may be unable to liquidate a dealer option. With respect to options written by a Fund, the inability to enter into a closing transaction may result in material losses to a Fund. For example, because a Fund must maintain a secured position with respect to any call option on a security it writes, a Fund may not sell the assets, that it has segregated to secure the position while it is obligated under the option. This requirement may impair a Fund’s ability to sell portfolio securities at a time when such sale might be advantageous.

A Fund generally will treat purchased dealer options as illiquid securities. A Fund may treat the cover used for written dealer options as liquid if the dealer agrees that a Fund may repurchase the dealer option it has written for a maximum price to be calculated by a predetermined formula. In such cases, the dealer option would be considered illiquid only to the extent the maximum purchase price under the formula exceeds the intrinsic value of the option.

Writing Covered Options . A Fund may write covered call options and covered put options on securities held in its portfolio when, in the opinion of the Investment Manager or a subadviser, such transactions are consistent with a Fund’s investment goal and policies. Call options written by a Fund give the purchaser the right to buy the underlying securities from a Fund at the stated exercise price at any time prior to the expiration date of the option, regardless of the security’s market price; put options give the purchaser the right to sell the underlying securities to a Fund at the stated exercise price at any time prior to the expiration date of the option, regardless of the security’s market price.

A Fund may write only covered options, which means that, so long as a Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option (or comparable securities satisfying the cover requirements of securities exchanges). In the case of put options, a Fund will hold cash and/or high-grade short-term debt obligations equal to the price to be paid if the option is exercised. In addition, a Fund will be considered to have covered a put or call option if and to the extent that it holds an option that offsets some or all of the risk of the option it has written. A Fund may write combinations of covered puts and calls (straddles) on the same underlying security.

A Fund will receive a premium from writing a put or call option, which increases a Fund’s return on the underlying security if the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the

underlying security. By writing a call option, a Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option but continues to bear the risk of a decline in the value of the underlying security. By writing a put option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than the security’s then-current market value, resulting in a potential capital loss unless the security subsequently appreciates in value.

A Fund’s obligation to sell an instrument subject to a call option written by it, or to purchase an instrument subject to a put option written by it, may be terminated prior to the expiration date of the option by a Fund’s execution of a closing purchase transaction, which is effected by purchasing on an exchange an offsetting option of the same series (i.e., same underlying instrument, exercise price and expiration date) as the option previously written. A closing purchase transaction will ordinarily be effected in order to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the writing of a new option containing different terms on such underlying instrument. A Fund realizes a profit or loss from a closing purchase transaction if the cost of the transaction (option premium plus transaction costs) is less or more than the premium received from writing the option. Because increases in the market price of a call option generally reflect increases in the market price of the security underlying the option, any loss resulting from a closing purchase transaction may be offset in whole or in part by unrealized appreciation of the underlying security.

If a Fund writes a call option but does not own the underlying security, and when it writes a put option, a Fund may be required to deposit cash or securities with its broker as “margin” or collateral for its obligation to buy or sell the underlying security. As the value of the underlying security varies, a Fund may also have to deposit additional margin with the broker. Margin requirements are complex and are fixed by individual brokers, subject to minimum requirements currently imposed by the Federal Reserve Board and by stock exchanges and other self-regulatory organizations.

Purchasing Put Options . A Fund may purchase put options to protect its portfolio holdings in an underlying security against a decline in market value. Such hedge protection is provided during the life of the put option since a Fund, as holder of the put option, is able to sell the underlying security at the put exercise price regardless of any decline in the underlying security’s market price. For a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs. By using put options in this manner, a Fund will reduce any profit it might otherwise have realized from appreciation of the underlying security by the premium paid for the put option and by transaction costs.

Purchasing Call Options . A Fund may purchase call options to hedge against an increase in the price of securities that a Fund wants ultimately to buy. Such hedge protection is provided during the life of the call option since a Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying security’s market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. These costs will reduce any profit a Fund might have realized had it bought the underlying security at the time it purchased the call option.

Over-the-Counter (OTC) Options . A Fund will enter into OTC options transactions only with primary dealers in U.S. Government securities and, in the case of OTC options written by a Fund, only pursuant to agreements that will assure that a Fund will at all times have the right to repurchase the option written by it from the dealer at a specified formula price. A Fund will treat the amount by which such formula price exceeds the amount, if any, by which the option may be “in-the-money” as an illiquid investment. It is the present policy of a Fund not to enter into any OTC option transaction if, as a result, more than 15% (10% in some cases, refer to your Fund’s prospectuses) of a Fund’s net assets would be invested in (i) illiquid investments (determined under the foregoing formula) relating to OTC options written by a Fund, (ii) OTC options purchased by a Fund, (iii) securities which are not readily marketable, and (iv) repurchase agreements maturing in more than seven days.

Index Options . As an alternative to purchasing call and put options on index futures, a Fund may purchase call and put options on the underlying indices themselves. Such options could be used in a manner identical to the use of options on index futures. Options involving securities indices provide the holder with the right to make or receive a cash settlement upon exercise of the option based on movements in the relevant index. Such options must be listed on a national securities exchange and issued by the OCC. Such options may relate to particular securities or to various stock indices, except that a Fund may not write covered options on an index.

Foreign Stock Index Options . A Fund may, for the purpose of hedging its portfolio, subject to applicable securities regulations, purchase and write put and call options on foreign stock indices listed on foreign and domestic stock exchanges.

Swap Agreements

Swap agreements are derivative instruments that can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Fund’s exposure to long- or short-term interest rates, foreign currency values, mortgage securities, corporate borrowing rates, or other factors such as security prices or inflation rates. A Fund may enter into a variety of swap agreements, including interest rate, index, commodity, commodity futures, equity, equity index, credit default, bond futures, total return and currency exchange rate swap agreements, and other types of swap agreements such as caps, collars and floors. A Fund also may enter into swaptions, which are options to enter into a swap agreement.

In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a “notional principal amount,” in return for payments equal to a fixed rate times the same amount, for a specified period of time. If a swap agreement provides for payments in different currencies, the parties might agree to exchange notional principal amount as well. In a total return swap agreement, the non-floating rate side of the swap is based on the total return of an individual security, a basket of securities, an index or another reference asset. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates.

In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. Caps and floors have an effect similar to buying or writing options. A collar combines elements of buying a cap and selling a floor.

Swap agreements will tend to shift a Fund’s investment exposure from one type of investment to another. For example, if a Fund agreed to pay fixed rates in exchange for floating rates while holding fixed-rate bonds, the swap would tend to decrease a Fund’s exposure to long-term interest rates. Another example is if a Fund agreed to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease a Fund’s exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates.

Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude of risks assumed. As a result, swaps can be highly volatile and may have a considerable impact on a Fund’s performance. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund’s investments and its share price and yield. Additionally, whether a Fund’s use of swap agreements will be successful in furthering its investment objective will depend on the Investment Manager’s or a subadviser’s ability correctly to predict whether certain types of investments likely are to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a

swap agreement counterparty. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, or other factor that determines the amounts of payments due to and from a Fund. If a swap agreement calls for payments by a Fund, a Fund must be prepared to make such payments when due. In addition, if the counterparty’s creditworthiness declines, the value of a swap agreement likely would decline, potentially resulting in losses for a Fund. A Fund will closely monitor the credit of a swap agreement counterparty in order to attempt to minimize this risk. A Fund may also suffer losses if it is unable to terminate outstanding swap agreements (either by assignment or other disposition) or reduce its exposure through offsetting transactions (i.e., by entering into an offsetting swap agreement with the same party or a similarly creditworthy party).

Credit Default Swap Agreements . A Fund may enter into credit default swap agreements, which may have as reference obligations one or more securities or a basket of securities that are or are not currently held by a Fund. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If a Fund is a buyer and no credit event occurs, a Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

Credit default swap agreements may involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to risks relating to the reference obligation, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements generally with counterparties that meet certain standards of creditworthiness. A buyer generally will lose its investment and recover nothing if no credit event occurs and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller.

Equity Swaps . A Fund may engage in equity swaps. Equity swaps allow the parties to the swap agreement to exchange components of return on one equity investment (e.g., a basket of equity securities or an index) for a component of return on another non-equity or equity investment, including an exchange of differential rates of return. Equity swaps may be used to invest in a market without owning or taking physical custody of securities in circumstances where direct investment may be restricted for legal reasons or is otherwise impractical. Equity swaps also may be used for other purposes, such as hedging or seeking to increase total return.

The values of equity swaps can be very volatile. To the extent that the Investment Manager or a subadviser does not accurately analyze and predict the potential relative fluctuation on the components swapped with the other party, a Fund may suffer a loss. The value of some components of an equity swap (such as the dividend on a common stock) may also be sensitive to changes in interest rates. Furthermore, during the period a swap is outstanding, a Fund may suffer a loss if the counterparty defaults.

Total Return Swap Agreements . Total return swap agreements are contracts in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other

underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to a Fund’s portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

Total return swap agreements are subject to the risk that a counterparty will default on its payment obligations to a Fund thereunder, and conversely, that a Fund will not be able to meet its obligation to the counterparty. Generally, a Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted against one another with a Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each total return swap will be accrued on a daily basis, and an amount of liquid assets having an aggregate net asset value at least equal to the accrued excess will be segregated by a Fund. If the total return swap transaction is entered into on other than a net basis, the full amount of a Fund’s obligations will be accrued on a daily basis, and the full amount of a Fund’s obligations will be segregated by a Fund in an amount equal to or greater than the market value of the liabilities under the total return swap agreement or the amount it would have cost a Fund initially to make an equivalent direct investment, plus or minus any amount a Fund is obligated to pay or is to receive under the total return swap agreement.

Variance, Volatility and Correlation Swap Agreements. Variance and volatility swaps are contracts that provide exposure to increases or decreases in the volatility of certain referenced assets. Correlation swaps are contracts that provide exposure to increases or decreases in the correlation between the prices of different assets or different market rates.

Commodity-Linked Swaps. Commodity-linked swaps are two-party contracts in which the parties agree to exchange the return or interest rate on one instrument for the return of a particular commodity, commodity index or commodities futures or options contract. The payment streams are calculated by reference to an agreed upon notional amount. A one-period swap contract operates in a manner similar to a forward or futures contract because there is an agreement to swap a commodity for cash at only one forward date. A Fund may engage in swap transactions that have more than one period and therefore more than one exchange of commodities.

A Fund may invest in total return swaps to gain exposure to the overall commodity markets. In a total return commodity swap, a Fund will receive the price appreciation of a commodity index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If the commodity swap is for one period, the Fund will pay a fixed fee, established at the outset of the swap. However, if the term of the commodity swap is more than one period, with interim swap payments, the Fund will pay an adjustable or floating fee. With “floating” rate, the fee is pegged to a base rate such as LIBOR, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, a Fund may be required to pay a higher fee at each swap reset date.

Dollar Rolls

Dollar rolls involve selling securities (e.g., mortgage-backed securities or U.S. Treasury securities) and simultaneously entering into a commitment to purchase those or similar (same collateral type, coupon and maturity) securities on a specified future date and price. Mortgage dollar rolls and U.S. Treasury rolls are types of dollar rolls. A Fund foregoes principal and interest paid on the securities during the “roll” period. A Fund is compensated by the difference between the current sales price and the lower forward price for the future purchase of the securities as well as the interest earned on the cash proceeds of the initial sale.

Dollar rolls involve the risk that the market value of the securities a Fund is obligated to repurchase may decline below the repurchase price or that the transaction costs may exceed the return earned by a Fund from the transaction. Dollar rolls also involve risk to a Fund if the other party should default on its obligation and a Fund is delayed or prevented from completing the transaction. In the event that the buyer of securities under a dollar roll files for bankruptcy or becomes insolvent, a Fund’s use of proceeds of the dollar roll may be restricted

pending a determination by the other party, or its trustee or receiver, whether to enforce a Fund’s obligation to repurchase the securities. In addition, the security to be delivered in the future may turn out to be inferior to the security sold upon entering into the transaction.

Foreign Currency Transactions

Foreign currency transactions may be used to protect, to some extent, against uncertainty in the level of future currency exchange rates by establishing a fixed exchange rate. Foreign currency transactions may involve the purchase or sale of foreign currencies on a “spot” (cash) basis at the prevailing exchange rate or may involve “forward contracts” that allow a Fund to purchase or sell foreign currencies at a future date. Forward contracts may be used for “transaction hedging,” “position hedging” and “cross-hedging.” A Fund may use forward sale contracts to sell an amount of a foreign currency approximating the value of a Fund’s securities denominated in the foreign security when that foreign currency suffers a substantial decline against the U.S. dollar. A Fund may use forward purchase contracts to purchase a foreign currency when it is believed that the U.S. dollar may suffer a substantial decline against the foreign currency. Although these transactions tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also tend to limit any potential gain that might be realized if the value of the hedged currency increases.

Transaction hedging may allow a Fund to “lock in” the U.S. dollar price of a security it has agreed to purchase or sell, or the U.S. dollar equivalent of a dividend or interest rate payment in a foreign currency. A Fund may use transaction hedging to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the applicable foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which such payments are made or received.

Position hedging may allow a Fund to protect against an adverse change in the relationship between the U.S. dollar and the applicable foreign currencies in which its portfolio securities are denominated. A Fund may use position hedging when it is believed that the U.S. dollar may suffer a decline against the foreign currency by entering into a forward purchase contract to purchase that foreign currency for a fixed dollar amount.

Cross-hedging may allow a Fund to enter into a forward contract to sell a different foreign currency for a fixed U.S. dollar amount when it is believed that the U.S. dollar value of the currency to be sold pursuant to the forward contract will fall if there is a decline in the U.S. dollar value of the currency in which a Fund’s securities are denominated.

A Fund also may purchase exchange-listed and over-the-counter call and put options on foreign currencies and foreign currency contracts. Options on foreign currencies and foreign currency contracts give the holder a right to buy or sell the underlying foreign currencies or foreign currency contracts for a specified period of time and for a specified amount. The value of an option on foreign currencies or foreign currency contracts reflects the value of an exchange rate, which depends on the relative values of the U.S. dollar and the relevant foreign currency.

Certain Funds, including AP – Alternative Strategies Fund, may engage in foreign currency transactions for investment purposes rather than for hedging purposes.

Engaging in foreign currency transactions is subject to certain risks. For example, if the value of a foreign currency were to decline against the U.S. dollar, such decline would reduce the dollar value of any securities held by a Fund denominated in that currency. It is impossible to forecast with precision the market value of portfolio securities at the expiration or maturity of a forward or futures contract, which may make it necessary for a Fund to purchase additional foreign currency on the spot market if the market value of the security being hedged is less than the amount of foreign currency a Fund is obligated to deliver at the time a Fund sells the security being hedged. The value of any currency, including the U.S. dollar, may be affected by political and economic factors

applicable to the issuer’s country. The exchange rates of currencies also may be affected adversely by governmental actions. Transaction, position and cross-hedging do not eliminate fluctuations in the underlying prices of securities that a Fund owns or intends to purchase or sell and may limit the amount of potential gain that might result from the increase in value of the currency being hedged. Settlement procedures relating to a Fund’s foreign currency transactions may be more complex than those relating to investments in securities of U.S. issuers.

Foreign Securities

Foreign securities include debt, equity and derivative securities that the Investment Manager or a subadviser, as the case may be, determines are “foreign” based on the consideration of an issuer’s domicile, its principal place of business, its primary stock exchange listing, the source of its revenue or other factors. Foreign securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Foreign securities may include depositary receipts, such as American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). ADRs are U.S. dollar denominated receipts issued in registered form by a domestic bank or trust company that evidence ownership of underlying securities issued by a foreign issuer. EDRs are foreign currency-denominated receipts issued in Europe, typically by foreign banks or trust companies and foreign branches of domestic banks, that evidence ownership of foreign or domestic securities. GDRs are receipts structured similarly to ADRs and EDRs and are marketed globally. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. In general, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designed for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Fund may invest in depositary receipts through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute interest holder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities. The issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States, and, therefore, there may be limited information available regarding such issuers and/or limited correlation between available information and the market value of the depositary receipts.

Due to the potential for foreign withholding taxes, Morgan Stanley Capital International (MSCI) publishes two versions of its indices reflecting the reinvestment of dividends using two different methodologies: gross dividends and net dividends. While both versions reflect reinvested dividends, they differ with respect to the manner in which taxes associated with dividend payments are treated. In calculating the net dividends version, MSCI incorporates reinvested dividends applying the withholding tax rate applicable to foreign non-resident institutional investors that do not benefit from double taxation treaties. The Investment Manager believes that the net dividends version of MSCI indices better reflects the returns U.S. investors might expect were they to invest directly in the component securities of an MSCI index.

Investing in foreign securities is subject to certain risks. For example, foreign markets can be extremely volatile. Fluctuations in currency exchange rates also may impact the value of foreign securities denominated in foreign currencies or U.S. dollars, without a change in the intrinsic value of those securities. Additionally, the U.S. dollar value of a foreign security tends to decrease when the value of the U.S. dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the U.S. dollar falls against such currency. A Fund may attempt to minimize the risk from adverse changes in the relationship

between the U.S. dollar and foreign currencies by purchasing and selling forward foreign currency exchange contracts and foreign currency futures contracts and related options. Foreign securities may be less liquid than domestic securities so that a Fund may, at times, be unable to sell foreign securities at desirable prices. Brokerage commissions, custodial fees and other fees also are generally higher for foreign securities. A Fund may have limited legal recourse in the event of default with respect to certain debt securities issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding or other taxes, which would reduce a Fund’s return on these securities.

Other risks of investing in foreign securities include: possible delays in the settlement of transactions or in the notification of income; generally less publicly available information about companies; adverse impact of political, social or diplomatic events; possible seizure, expropriation or nationalization of a company or its assets; possible imposition of currency exchange controls; and that foreign companies generally are not subject to accounting, auditing and financial reporting standards comparable to those mandated for domestic companies.

Risks associated with investments in foreign securities are increased with respect to investments in emerging market countries. Political and economic structures in many emerging market countries, especially those in Eastern Europe, the Pacific Basin and the Far East, are undergoing significant evolutionary changes and rapid development, and may lack the social, political and economic stability of more developed countries. Investing in emerging market securities also involves risks beyond the risks applicable to foreign investments. For example, some emerging market countries may have fixed or managed currencies that are not free-floating against the U.S. dollar. Further, certain currencies may not be traded internationally, and some countries with emerging securities markets have sustained long periods of very high inflation or rapid fluctuation in inflation rates which can have negative effects on a country’s economy and securities markets.

Guaranteed Investment Contracts (Funding Agreements)

Guaranteed investment contracts, or funding agreements, are debt instruments issued by insurance companies. Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of the insurance company’s general account. The insurance company then credits to a Fund payments at negotiated, floating or fixed interest rates. A Fund will purchase guaranteed investment contracts only from issuers that, at the time of purchase, meet certain credit and quality standards.

Investing in guaranteed investment contracts is subject to certain risks. In general, guaranteed investment contracts are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market does not exist for these investments. In addition, the issuer may not be able to pay the principal amount to a Fund on seven days notice or less, at which time the investment may be considered illiquid under applicable SEC regulatory guidance and subject to certain restrictions.

Illiquid Securities

Illiquid securities are defined by a Fund consistent with SEC staff’s current guidance and interpretations which provide that an illiquid security is an asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which a Fund has valued the investment on its books. Some securities, such as those not registered under U.S. securities laws, cannot be sold in public transactions. Subject to its investment policies, a Fund may invest in illiquid investments and may invest in certain restricted securities that are deemed to be illiquid securities.

Initial Public Offerings

A Fund may invest in initial public offerings (IPOs) of common stock or other primary or secondary syndicated offerings of equity or debt securities issued by a corporate issuer. Fixed income funds frequently invest in these types of offerings of debt securities. A purchase of IPO securities often involves higher transaction

costs than those associated with the purchase of securities already traded on exchanges or markets. IPO securities are subject to market risk and liquidity risk. The market value of recently issued IPO securities may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading and speculation, a potentially small number of securities available for trading, limited information about the issuer, and other factors. A Fund may hold IPO securities for a period of time, or may sell them soon after the purchase. Investments in IPOs could have a magnified impact – either positive or negative – on a Fund’s performance while the Fund’s assets are relatively small. The impact of an IPO on a Fund’s performance may tend to diminish as the Fund’s assets grow. In circumstances when investments in IPOs make a significant contribution to a Fund’s performance, there can be no assurance that similar contributions from IPOs will continue in the future.

Investments in Other Investment Companies

Investing in other investment companies may be a means by which a Fund seeks to achieve its investment objective. A Fund may invest in securities issued by other investment companies within the limits prescribed by the 1940 Act, the rules and regulations thereunder and any exemptive orders currently or in the future obtained by a Fund from the SEC. These securities include shares of other open-end investment companies (i.e., mutual funds), closed-end funds, exchange-traded funds and business development companies.

Except with respect to funds structured as funds-of-funds or so-called master/feeder funds, the 1940 Act generally requires that a fund limit its investments in another investment company or series thereof so that, as determined at the time a securities purchase is made: (i) no more than 5% of the value of its total assets will be invested in the securities of any one investment company; (ii) no more than 10% of the value of its total assets will be invested in the aggregate in securities of other investment companies; and (iii) no more than 3% of the outstanding voting stock of any one investment company or series thereof will be owned by a fund or by companies controlled by a fund. Such other investment companies may include ETFs, which are shares of publicly traded unit investment trusts, open-end funds or depositary receipts that seek to track the performance of specific indexes or companies in related industries.

Investing in other investment companies is subject to certain risks. Although a Fund may derive certain advantages from being able to invest in shares of other investment companies, such as to be fully invested, there may be potential disadvantages. Investing in other investment companies may result in higher fees and expenses for a Fund and its shareholders. A shareholder may be charged fees not only on Fund shares held directly but also on the investment company shares that a Fund purchases.

In addition, investing in ETFs is subject to certain other risks. ETFs generally are subject to the same risks as the underlying securities the ETFs are designed to track as well as to the risks of the specific sector or industry to which the ETF relates. ETFs also are subject to the risk that their prices may not totally correlate to the prices of the underlying securities the ETFs are designed to track and the risk of possible trading halts due to market conditions or for other reasons.

Under the 1940 Act and rules and regulations thereunder, a Fund may purchase shares of affiliated funds, subject to certain conditions. Investing in affiliated funds may present certain actual or potential conflicts of interest. For more information about such actual and potential conflicts of interest, see Investment Advisory and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest.

Low and Below Investment Grade Securities

Low and below investment grade securities (below investment grade securities are also known as “junk bonds”) are debt securities with the lowest investment grade rating (e.g., BBB by S&P and Fitch or Baa by Moody’s), that are below investment grade (e.g., lower than BBB by S&P and Fitch or Baa by Moody’s) or that are unrated but determined by the Investment Manager or, as applicable, a subadviser to be of comparable

quality. These types of securities may be issued to fund corporate transactions or restructurings, such as leveraged buyouts, mergers, acquisitions, debt reclassifications or similar events, are more speculative in nature than securities with higher ratings and tend to be more sensitive to credit risk, particularly during a downturn in the economy. These types of securities generally are issued by unseasoned companies without long track records of sales and earnings, or by companies or municipalities that have questionable credit strength. Low and below investment grade securities and comparable unrated securities: (i) likely will have some quality and protective characteristics that, in the judgment of one or more NRSROs, are outweighed by large uncertainties or major risk exposures to adverse conditions; (ii) are speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation; and (iii) may have a less liquid secondary market, potentially making it difficult to value or sell such securities. Low and below investment grade securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Investing in low and below investment grade securities and comparable unrated securities is subject to certain risks. The rates of return on these types of securities generally are higher than the rates of return available on more highly rated securities, but generally involve greater volatility of price and risk of loss of principal and income, including the possibility of default by or insolvency of the issuers of such securities. Accordingly, a Fund may be more dependent on the Investment Manager’s or a subadviser’s credit analysis with respect to these types of securities than is the case for more highly rated securities.

The market values of certain low and below investment grade securities and comparable unrated securities tend to be more sensitive to individual corporate developments and changes in economic conditions than are the market value of more highly rated securities. In addition, issuers of low and below investment grade and comparable unrated securities often are highly leveraged and may not have more traditional methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired.

The risk of loss due to default is greater for low and below investment grade and comparable unrated securities than it is for higher rated securities because low and below investment grade securities and comparable unrated securities generally are unsecured and frequently are subordinated to more senior indebtedness. A Fund may incur additional expenses to the extent that it is required to seek recovery upon a default in the payment of principal or interest on its holdings of such securities. The existence of limited markets for lower-rated debt securities may diminish a Fund’s ability to: (i) obtain accurate market quotations for purposes of valuing such securities and calculating portfolio net asset value; and (ii) sell the securities at fair market value either to meet redemption requests or to respond to changes in the economy or in financial markets.

Many lower-rated securities are not registered for offer and sale to the public under the 1933Act. Investments in these restricted securities may be determined to be liquid (able to be sold within seven days at approximately the price at which they are valued by a Fund) pursuant to policies approved by the Fund’s Trustees. Investments in illiquid securities, including restricted securities that have not been determined to be liquid, may not exceed 15% of a Fund’s net assets. A Fund is not otherwise subject to any limitation on its ability to invest in restricted securities. Restricted securities may be less liquid than other lower-rated securities, potentially making it difficult to value or sell such securities.

Determining Investment Grade for Purposes of Investment Policies. When determining whether a security is investment grade or below investment grade for purposes of investment policies of investing in such securities, International Bond Fund uses the middle rating of Moody’s, S&P and Fitch after dropping the highest and lowest available ratings. When a rating from only two of these agencies is available, the lower rating is used. When a

rating from only one of these agencies is available, that rating is used. When a security is not rated by one of these agencies, the Investment Manager or, as applicable, a subadviser determines whether it is of investment grade or below investment grade quality.

Money Market Instruments

Money market instruments are high-quality, short-term debt obligations, which include: (i) bank obligations, including certificates of deposit, time deposits and bankers’ acceptances; (ii) funding agreements; (iii) repurchase agreements; (iv) obligations of the United States, foreign countries and supranational entities, and each of their subdivisions, agencies and instrumentalities; (v) certain corporate debt securities, such as commercial paper, short-term corporate obligations and extendible commercial notes; (vi) participation interests; and (vii) municipal securities. Money market instruments may be structured as fixed-, variable- or floating-rate obligations and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Investing in money market instruments is subject to certain risks. Money market instruments (other than certain U.S. Government obligations) are not backed or insured by the U.S. Government, its agencies or its instrumentalities. Accordingly, only the creditworthiness of an issuer, or guarantees of that issuer, support such instruments.

Mortgage-Backed Securities

Mortgage-backed securities are a type of asset-backed security and represent interests in, or debt instruments backed by, pools of underlying mortgages. In some cases, these underlying mortgages may be insured or guaranteed by the U.S. Government or its agencies. Mortgage-backed securities entitle the security holders to receive distributions that are tied to the payments made on the underlying mortgage collateral (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying mortgage collateral effectively pass through to such security holders. Mortgage-backed securities are created when mortgage originators (or mortgage loan sellers who have purchased mortgage loans from mortgage loan originators) sell the underlying mortgages to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying mortgage loans, and have a minimum denomination and specific term. Mortgage-backed securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Mortgage-backed securities may be issued or guaranteed by GNMA (also known as Ginnie Mae), FNMA (also known as Fannie Mae), or FHLMC (also known as Freddie Mac), but also may be issued or guaranteed by other issuers, including private companies. GNMA is a government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities. Until recently, FNMA and FHLMC were government-sponsored corporations owned entirely by private stockholders. Both issue mortgage-related securities that contain guarantees as to timely payment of interest and principal but that are not backed by the full faith and credit of the U.S. Government. The value of the companies’ securities fell sharply in 2008 due to concerns that the firms did not have sufficient capital to offset losses. The U.S. Treasury has historically had the authority to purchase obligations of Fannie Mae and Freddie Mac. In addition, in 2008, due to capitalization concerns, Congress provided the U.S. Treasury with additional authority to lend Fannie Mae and Freddie Mac emergency funds and to purchase the companies’ stock, as described below. In September 2008, the U.S. Treasury and the Federal Housing Finance Agency (FHFA) announced that Fannie Mae and Freddie Mac had been placed in conservatorship.

Since 2009, Fannie Mae and Freddie Mac have received significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of their mortgage backed securities. While the Federal Reserve’s purchases have terminated, the U.S. Treasury announced in December 2009 that it would continue its support for the entities’ capital as necessary to prevent a negative net worth through at least 2012. While the U.S. Treasury is committed to offset negative equity at Fannie Mae and Freddie Mac through its preferred stock purchases through 2012, no assurance can be given that the Federal Reserve, U.S. Treasury, or FHFA initiatives discussed above will ensure that Fannie Mae and Freddie Mac will remain successful in meeting their obligations with respect to the debt and mortgage-backed securities they issue beyond that date. In addition, Fannie Mae and Freddie Mac also are the subject of several continuing class action lawsuits and investigations by federal regulators over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may adversely affect the guaranteeing entities. Importantly, the future of the entities is in serious question as the U.S. Government reportedly is considering multiple options, ranging from nationalization, privatization, consolidation, or abolishment of the entities.

CMOs are debt obligations issued by special-purpose trusts, collateralized by underlying mortgage assets. Principal prepayments on underlying mortgage assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a periodic basis. The principal and interest payments on the underlying mortgage assets may be allocated among the various classes of CMOs in several ways. Typically, payments of principal, including any prepayments, on the underlying mortgage assets are applied to the classes in the order of their respective stated maturities or final distribution dates, so that no payment of principal is made on CMOs of a class until all CMOs of other classes having earlier stated maturities or final distribution dates have been paid in full.

REMICs are entities that own mortgages and elect REMIC status under the Code and, like CMOs, issue debt obligations collateralized by underlying mortgage assets that have characteristics similar to those issued by CMOs.

Investing in mortgage-backed securities is subject to certain risks, including, among others, prepayment, market and credit risks. Prepayment risk reflects the risk that borrowers may prepay their mortgages more quickly than expected, which may affect the security’s average maturity and rate of return. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages also may be affected by home value appreciation, ease of the refinancing process and local economic conditions, among other factors. Market risk reflects the risk that the price of a security may fluctuate over time. The price of mortgage-backed securities can be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, which in turn may decrease their value. Credit risk reflects the risk that a holder of mortgage-backed securities may not receive all or part of its principal because the issuer, any credit enhancer and/or the underlying mortgage borrower has defaulted on its obligations. Credit risk is increased for mortgage-backed securities that are backed by mortgages to so-called subprime borrowers (who may pose a greater risk of defaulting on their loans) or that are subordinated to another security (i.e., if the holder of a mortgage-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The more deeply subordinated the security, the greater the credit risk associated with the security will be. Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. Government. The performance of mortgage-backed securities issued by private issuers generally depends on the financial health of those institutions.

Municipal Securities

Municipal securities include debt obligations issued by governmental entities to obtain funds for various public purposes, including the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses, and the extension of loans to public institutions and facilities. Municipal securities can be classified into two principal categories, including “general obligation” bonds and other securities and “revenue” bonds and other securities. General obligation bonds are secured by the issuer’s full faith, credit and taxing power for the payment of principal and interest. Revenue securities are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source, such as the user of the facility being financed. Municipal securities also may include “moral obligation” securities, which normally are issued by special purpose public authorities. If the issuer of moral obligation securities is unable to meet its debt service obligations from current revenues, it may draw on a reserve fund, the restoration of which is a moral commitment but not a legal obligation of the governmental entity that created the special purpose public authority. Municipal securities may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in-kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Municipal securities may include municipal bonds, municipal notes and municipal leases. Municipal bonds are debt obligations of a governmental entity that obligate the municipality to pay the holder a specified sum of money at specified intervals and to repay the principal amount of the loan at maturity.

Municipal notes may be issued by governmental entities and other tax-exempt issuers in order to finance short-term cash needs or, occasionally, to finance construction. Most municipal notes are general obligations of the issuing entity payable from taxes or designated revenues expected to be received within the relevant fiscal period. Municipal notes generally have maturities of one year or less. Municipal notes can be subdivided into two sub-categories: (i) municipal commercial paper and (ii) municipal demand obligations.

Municipal commercial paper typically consists of very short-term unsecured negotiable promissory notes that are sold, for example, to meet seasonal working capital or interim construction financing needs of a governmental entity or agency. While these obligations are intended to be paid from general revenues or refinanced with long-term debt, they frequently are backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or institutions.

Municipal demand obligations can be subdivided into two general types: variable rate demand notes and master demand obligations. Variable rate demand notes are tax-exempt municipal obligations or participation interests that provide for a periodic adjustment in the interest rate paid on the notes. They permit the holder to demand payment of the notes, or to demand purchase of the notes at a purchase price equal to the unpaid principal balance, plus accrued interest either directly by the issuer or by drawing on a bank letter of credit or guaranty issued with respect to such note. The issuer of the municipal obligation may have a corresponding right to prepay at its discretion the outstanding principal of the note plus accrued interest upon notice comparable to that required for the holder to demand payment. The variable rate demand notes in which a Fund may invest are payable, or are subject to purchase, on demand usually on notice of seven calendar days or less. The terms of the notes generally provide that interest rates are adjustable at intervals ranging from daily to six months.

Master demand obligations are tax-exempt municipal obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed. The interest on such obligations is, in the opinion of counsel for the borrower, excluded from gross income for federal income tax purposes (but not necessarily for alternative minimum tax purposes). Although there is no secondary market for master demand obligations, such obligations are considered by a Fund to be liquid because they are payable upon demand.

Municipal lease obligations are participations in privately arranged loans to state or local government borrowers. In general, such loans are unrated, in which case they will be determined by the Investment Manager or, as applicable, a subadviser to be of comparable quality at the time of purchase to rated instruments that may be acquired by a Fund. Frequently, privately arranged loans have variable interest rates and may be backed by a bank letter of credit. In other cases, they may be unsecured or may be secured by assets not easily liquidated. Moreover, such loans in most cases are not backed by the taxing authority of the issuers and may have limited marketability or may be marketable only by virtue of a provision requiring repayment following demand by the lender.

Although lease obligations do not constitute general obligations of the municipal issuer to which the government’s taxing power is pledged, a lease obligation ordinarily is backed by the government’s covenant to budget for, appropriate, and make the payments due under the lease obligation. However, certain lease obligations contain “non-appropriation” clauses that provide that the government has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a periodic basis. In the case of a “non-appropriation” lease, a Fund’s ability to recover under the lease in the event of non-appropriation or default likely will be limited to the repossession of the leased property in the event that foreclosure proves difficult.

Tender option bonds are municipal securities having relatively long maturities and bearing interest at a fixed interest rate substantially higher than prevailing short-term tax-exempt rates that is coupled with the agreement of a third party, such as a bank, broker-dealer or other financial institution, to grant the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. The financial institution receives periodic fees equal to the difference between the municipal security’s coupon rate and the rate that would cause the security to trade at face value on the date of determination.

Investing in municipal securities is subject to certain risks. There are variations in the quality of municipal securities, both within a particular classification and between classifications, and the rates of return on municipal securities can depend on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. The ratings of NRSROs represent their opinions as to the quality of municipal securities. It should be emphasized, however, that these ratings are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate, and rating may have different rates of return while municipal securities of the same maturity and interest rate with different ratings may have the same rate of return.

Because municipal securities are often issued to support health care, education, utilities, and transportation, a Fund’s investment in municipal securities may subject the Fund to risks of those sectors, including the risks described below. Companies in the health care sector are subject to extensive government regulation. Their profitability can be affected significantly and adversely by, among other factors, restrictions on government reimbursement for medical expenses, government approval of medical products and services and competitive pricing pressures. Companies in the health care sector also potentially are subject to extensive product liability and other similar litigation. Bonds related to education may be subject to the risk of unanticipated revenue decline caused by lower enrollment, higher operating costs or decreasing governmental funding. Student loan revenue bonds are subject to the risk of default and repayment deferral, periods of forbearance, changes in federal legislation, and loss of federal or state subsidies. Bonds relating to utilities are subject to the risks facing utilities companies, such as domestic and international competition and rate changes initiated by governments and their agencies. Bonds relating to transportation are highly dependent on economic conditions and fuel costs and may be adversely affected by government regulation and local and world events.

The payment of principal and interest on most municipal securities purchased by a Fund will depend upon the ability of the issuers to meet their obligations. An issuer’s obligations under its municipal securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the United States Bankruptcy Code. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal securities may be materially adversely affected by litigation or other conditions.

There are particular considerations and risks relevant to investing in a portfolio of a single state’s municipal securities, such as the greater risk of the concentration of portfolio holdings. Each state’s municipal securities may include, in addition to securities issued by the relevant state and its political subdivisions, agencies, authorities and instrumentalities, securities issued by the governments of Guam, Puerto Rico or the U.S. Virgin Islands. These securities may be subject to different risks than municipal securities issued by the relevant state and its political subdivisions, agencies, authorities and instrumentalities.

The Funds ordinarily purchase municipal securities whose interest, in the opinion of bond counsel, is excluded from gross income for federal income tax purposes. The opinion of bond counsel may assert that such interest is not an item of tax preference for the purposes of the alternative minimum tax or is exempt from certain state or local taxes. There is no assurance that the applicable taxing authority will agree with this opinion. In the event, for example, the IRS determines that an issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued. As a shareholder of the Fund, you may be required to file an amended tax return as a result, reporting such income as taxable.

For more information about the key risks associated with investments in states, see Appendix D.

Participation Interests

Participation interests (also called pass-through certificates or securities) represent an interest in a pool of debt obligations, such as municipal bonds or notes, that have been “packaged” by an intermediary, such as a bank or broker-dealer. Participation interests typically are issued by partnerships or trusts through which a Fund receives principal and interest payments that are passed through to the holder of the participation interest from the payments made on the underlying debt obligations. The purchaser of a participation interest receives an undivided interest in the underlying debt obligations. The issuers of the underlying debt obligations make interest and principal payments to the intermediary, as an initial purchaser, which are passed through to purchasers in the secondary market, such as a Fund. Mortgage-backed securities are a common type of participation interest. Participation interests may be structured as fixed-, variable- or floating-rate obligations or as zero-coupon, pay-in- kind and step-coupon securities and may be privately placed or publicly offered. See Permissible Fund Investments – Variable- and Floating-Rate Obligations, Permissible Fund Investments – Zero-Coupon, Pay-in-Kind and Step-Coupon Securities and Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Loan participations also are a type of participation interest. Loan participations are interests in loans that are administered by a lending bank or agent for a syndicate of lending banks and sold by the bank or syndicate members.

Investing in participation interests is subject to certain risks. Participation interests generally are subject to the credit risk associated with the underlying borrowers. If the underlying borrower defaults, a Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if a Fund had purchased a direct obligation of the borrower. A Fund also may be deemed a creditor of the lending bank or syndicate members and be subject to the risk that the lending bank or syndicate members may become insolvent.

Preferred Stock

Preferred stock represents units of ownership of a corporation that frequently have dividends that are set at a specified rate. Preferred stock has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock shares some of the characteristics of both debt and equity. Preferred stock ordinarily does not carry voting rights. Most preferred stock is cumulative; if dividends are passed (i.e., not paid for any reason), they accumulate and must be paid before common stock dividends. Participating preferred stock entitles its holders to share in profits above and beyond the declared dividend, along with common shareholders, as

distinguished from nonparticipating preferred stock, which is limited to the stipulated dividend. Convertible preferred stock is exchangeable for a given number of shares of common stock and thus tends to be more volatile than nonconvertible preferred stock, which generally behaves more like a fixed income bond. Preferred stock may be privately placed or publicly offered. See Permissible Fund Investments – Private Placement and Other Restricted Securities for more information.

Auction preferred stock (APS) is a type of adjustable-rate preferred stock with a dividend determined periodically in a Dutch auction process by corporate bidders. Shares typically are bought and sold at face values generally ranging from $100,000 to $500,000 per share.

In addition to reinvestment risk if interest rates fall, some specific risks with regard to APS include:

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Failed auction: A breakdown of the auction process can occur. In the event that the process fails, the rate is reset at the maximum applicable rate, which is usually described in the prospectuses and typically is influenced by the issuer’s credit rating. In a failed auction, current shareholders generally are unable to sell some, or all, of the shares when the auction is completed. Typically, the liquidity for APS that have experienced a failed auction becomes very limited. If a failed auction were to occur, the shareholder generally would hold his or her shares until the next auction. Should there not be subsequent auctions that “cure” the failed process, the shareholder may: (1) hold the APS in anticipation of a refinancing by the issuer that would cause the APS to be called, or (2) hold securities either indefinitely or in anticipation of the development of a secondary market.

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Early call risk: APS generally is redeemable at any time, usually upon notice, at the issuer’s option, at par plus accrued dividends.

Investing in preferred stock is subject to certain risks. For example, stock market risk is the risk that the value of such stocks, like the broader stock markets, may decline over short or even extended periods. Domestic and foreign stock markets tend to be cyclical, with periods when prices generally rise and periods when prices generally decline. The value of individual stocks will rise and decline based on factors specific to each corporation, such as changes in earnings or management.

Investing in preferred stock also may involve the risks applicable to investing in a particular company. For example, stocks of smaller companies tend to have greater price fluctuations than stocks of larger companies because, among other things, they trade less frequently and in lower volumes, are more susceptible to changes in economic conditions, are more reliant on singular products or services and are more vulnerable to larger competitors. Stocks of these companies may have a higher potential for gains but also are subject to greater risk of loss.

Investing in preferred stock also may involve the risks applicable to investing in a particular industry, such as technology, financial services, consumer goods or natural resources (e.g., oil and gas). To some extent, the prices of stocks tend to move by industry sector. When market conditions favorably affect, or are expected to favorably affect, an industry, the prices of the stocks of companies in that industry tend to rise. Conversely, negative news or a poor outlook for a particular industry can cause the value of those companies’ stock to decline.

Private Placement and Other Restricted Securities

Private placement securities are securities that have been privately placed and are not registered under the 1933 Act. They are eligible for sale only to certain eligible investors. Private placements often may offer attractive opportunities for investment not otherwise available on the open market. Private placement and other “restricted” securities often cannot be sold to the public without registration under the 1933 Act or the availability of an exemption from registration (such as Rules 144 or 144A), or they are “not readily marketable” because they are subject to other legal or contractual delays in or restrictions on resale. Asset-backed securities, common stock, convertible securities, corporate debt securities, foreign securities, low and below investment

grade securities, money market instruments, mortgage-backed securities, municipal securities, participation interests, preferred stock and other types of equity and debt instruments may be privately placed or restricted securities.

Private placements typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration.

Investing in private placement and other restricted securities is subject to certain risks. Private placements may be considered illiquid securities. Private placements typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell such securities when it may be advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing a Fund’s net asset value due to the absence of a trading market.

Real Estate Investment Trusts and Master Limited Partnerships

REITs are entities that either own properties or make construction or mortgage loans and also may include operating or finance companies. An equity REIT generally holds equity positions in real estate and seeks to provide its shareholders with income from the leasing of its properties and with capital gains from any sales of properties. A mortgage REIT generally specializes in lending money to owners of properties and passes through any interest income it may earn to its shareholders.

Partnership units of real estate and other types of companies sometimes are organized as master limited partnerships in which ownership interests are publicly traded. Master limited partnerships often own several properties or businesses (or directly own interests) that are related to real estate development and the oil and gas industries, but they also may finance motion pictures, research and development and other projects.

Equity investments in REITs are subject to certain risks associated with direct ownership of real estate, including, for example, declines in the value of real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, and variations in rental income. REITs also may be subject to interest rate risk. In general, increases in interest rates will decrease the value of high-yield securities and increase the costs of obtaining financing, which could decrease the value of a REIT’s investments. In addition, equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of credit extended. Both equity and mortgage REITs are dependent upon management skills. REITs also may be subject to heavy cash flow dependency, defaults by borrowers, and the possibility of failing to qualify for preferential tax treatment under the Code, which could adversely affect dividend payments. REITs also may not be diversified.

Equity investments in master limited partnerships generally is subject to the risks applicable to investing in a partnership as opposed to a corporation, which may include fewer protections afforded to investors. Additional risks include those associated with the specific industries in which a master limited partnership invests, such as the risks associated with investing in the real estate or oil and gas industries.

Repurchase Agreements

Repurchase agreements are agreements under which a Fund acquires a security for a relatively short period of time subject to the obligation of a seller to repurchase and a Fund to resell such security at a fixed time and

price (representing a Fund’s cost plus interest). Repurchase agreements also may be viewed as loans made by a Fund that are collateralized by the securities subject to repurchase. A Fund typically will enter into repurchase agreements only with commercial banks, registered broker-dealers and the Fixed Income Clearing Corporation. Such transactions are monitored to ensure that the value of the underlying securities will be at least equal at all times to the total amount of the repurchase obligation, including any accrued interest. Repurchase agreements generally are subject to counterparty risk.

If a counterparty defaults, a Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of the sale are less than the resale price provided in the repurchase agreement including interest. In the event that a counterparty fails to perform because it is insolvent or otherwise subject to insolvency proceedings against it, a Fund’s right to take possession of the underlying securities would be subject to applicable insolvency law and procedure, including an automatic stay (which would preclude immediate enforcement of a Fund’s rights) and exemptions thereto (which would permit a Fund to take possession of the underlying securities or to void a repurchase agreement altogether). Since it is possible that an exemption from the automatic stay would not be available, a Fund might be prevented from immediately enforcing its rights against the counterparty. Accordingly, if a counterparty becomes insolvent or otherwise subject to insolvency proceedings against it, a Fund may incur delays in or be prevented from liquidating the underlying securities and could experience losses, including the possible decline in value of the underlying securities during the period in which a Fund seeks to enforce its rights thereto, possible subnormal levels of income or lack of access to income during such time, as well as the costs incurred in enforcing a Fund’s rights. For example, if a Fund enters into a repurchase agreement with a broker that becomes insolvent, it is possible for the Securities Investor Protection Corporation (SIPC) to institute a liquidation proceeding in federal court against the broker counterparty which could lead to a foreclosure by SIPC of the underlying securities or SIPC may stay, or preclude, a Fund’s ability under contract to terminate the repurchase agreement.

Reverse Repurchase Agreements

Reverse repurchase agreements are agreements under which a Fund sells a security subject to the obligation of a buyer to resell and a Fund to repurchase such security at a fixed time and price. Reverse repurchase agreements also may be viewed as borrowings made by a Fund.

Reverse repurchase agreements involve the risk that the market value of the securities a Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce a Fund’s obligation to repurchase the securities. In addition, reverse repurchase agreements are techniques involving leverage, and are subject to asset coverage requirements. Under the requirements of the 1940 Act, a Fund is required to maintain an asset coverage (including the proceeds of the borrowings) of at least 300% of all borrowings.

Sovereign Debt

A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward international lenders, and the political constraints to which a sovereign debtor may be subject. (See also Permissible Fund Investments – Foreign Securities .) In addition, there may be no legal recourse against a sovereign debtor in the event of a default.

Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis that led to defaults and the restructuring of certain indebtedness.

Sovereign debt includes Brady Bonds, which are securities issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness.

Standby Commitments

Standby commitments are securities under which a purchaser, usually a bank or broker-dealer, agrees to purchase, for a fee, an amount of a Fund’s municipal obligations. The amount payable by a bank or broker-dealer to purchase securities subject to a standby commitment typically will be substantially the same as the value of the underlying municipal securities. A Fund may pay for standby commitments either separately in cash or by paying a higher price for portfolio securities that are acquired subject to such a commitment.

Using standby commitments is subject to certain risks. Standby commitments are subject to the risk that a counterparty will not fulfill its obligation to purchase securities subject to a standby commitment.

Stripped Securities

Stripped securities are securities that evidence ownership in either the future interest or principal payments on an instrument. There are many different types and variations of stripped securities. For example, Separate Trading of Registered Interest and Principal Securities (STRIPS), can be component parts of a U.S. Treasury security where the principal and interest components are traded independently through DTC, a clearing agency registered pursuant to Section 17A of the 1934 Act and created to hold securities for its participants, and to facilitate the clearance and settlement of securities transactions between participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Treasury Investor Growth Receipts (TIGERs) are U.S. Treasury securities stripped by brokers. Stripped mortgage-backed securities, or SMBS, also can be issued by the U.S. Government or its agencies. Stripped securities may be structured as fixed-, variable- or floating-rate obligations. See Permissible Fund Investments – Variable- and Floating-Rate Obligations for more information.

SMBS usually are structured with two or more classes that receive different proportions of the interest and principal distributions from a pool of mortgage-backed assets. Common types of SMBS will be structured so that one class receives some of the interest and most of the principal from the mortgage-backed assets, while another class receives most of the interest and the remainder of the principal.

Investing in stripped securities is subject to certain risks. If the underlying obligations experience greater than anticipated prepayments of principal, a Fund may fail fully to recoup its initial investment in such securities. The market value of the class consisting primarily or entirely of principal payments can be especially volatile in response to changes in interest rates. The rates of return on a class of SMBS that receives all or most of the interest are generally higher than prevailing market rates of return on other mortgage-backed obligations because their cash flow patterns also are volatile and there is a greater risk that the initial investment will not be recouped fully.

U.S. Government and Related Obligations

U.S. Government obligations include U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. Government or by various instrumentalities which have been established or sponsored by the U.S. Government. U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. Government differ in their interest rates, maturities and time of issuance, as well as with respect to whether they are guaranteed by the U.S. Government. U.S. Government and related obligations may be

structured as fixed-, variable- or floating-rate obligations. See Permissible Fund Investments – Variable- and Floating-Rate Obligations for more information.

U.S. Government obligations also include senior unsecured debt securities issued between October 14, 2008 and June 30, 2009 by eligible issuers (including U.S. depository institutions insured by the FDIC (and certain affiliates), U.S. bank holding companies and certain U.S. savings and loan holding companies) that are guaranteed by the FDIC under its Temporary Liquidity Guarantee Program (the “TLGP”). The FDIC’s guarantee under the TLGP will expire upon the earlier of (i) maturity of such security or (ii) June 30, 2012. It is the view of the FDIC and the staff of the Securities and Exchange Commission that any debt security that is guaranteed by the FDIC under the TLGP and that has a maturity that ends on or before June 30, 2012 would be a security exempt from registration under Section 3(a)(2) of the Securities Act of 1933 because such security would be fully and unconditionally guaranteed by the FDIC.

Investing in securities guaranteed under the TLGP is subject to certain risks. Given that there is a limited track record for securities guaranteed under the TLGP, it is uncertain whether such securities will continue to trade in line with recent experience in relation to treasury and government agency securities in terms of yield spread and the volatility of such spread and it is uncertain how such securities will trade in the secondary market and whether that market will be liquid or illiquid. The TLGP is subject to change. In order to collect from the FDIC under the TLGP, a claims process must be followed. Failure to follow the claims process could result in a loss to the right to payment under the guarantee. In addition, guarantee payments by the FDIC under the TLGP may be delayed.

Investing in U.S. Government and related obligations is subject to certain risks. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, such securities are nonetheless subject to credit risk (i.e., the risk that the U.S. Government may be, or be perceived to be, unable or unwilling to honor its financial obligations, such as making payments). Securities issued or guaranteed by federal agencies and U.S. Government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency or instrumentality and, as a result, may be subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Obligations of U.S. Government agencies, authorities, instrumentalities and sponsored enterprises historically have involved limited risk of loss of principal if held to maturity. However, no assurance can be given that the U.S. Government can or would provide financial support to any of these entities, including whether or not the U.S. Government is obligated to do so by law.

On August 5, 2011, S&P lowered its long-term sovereign credit rating for the United States of America to “AA+” from “AAA”. Because a Fund may invest in U.S. Government obligations, the value of a Fund’s shares may be adversely affected by S&P’s downgrade or any future downgrades of the U.S. Government’s credit rating. While the long-term impact of the downgrade is uncertain, it could, for example, lead to increased volatility in the short-term. See Appendix A for a description of securities ratings.

Variable- and Floating-Rate Obligations

Variable- and floating-rate obligations provide for periodic adjustments in the interest rate and, under certain circumstances, varying principal amounts. Unlike a fixed interest rate, a variable, or floating, rate is one that rises and declines based on the movement of an underlying index of interest rates and may pay interest at rates that are adjusted periodically according to a specified formula. Asset-backed securities, bank obligations, convertible securities, corporate debt securities, foreign securities, low and below investment grade securities, money market instruments, mortgage-backed securities, municipal securities, participation interests, stripped securities, U.S. Government and related obligations and other types of debt instruments may be structured as variable- and floating-rate obligations.

Investing in variable- and floating-rate obligations is subject to certain risks. Variable- and floating-rate obligations may involve direct lending arrangements between the purchaser and the issuer and there may be no

active secondary market, making it difficult to resell such obligations to a third party. Variable- and floating-rate obligations also may be subject to interest rate and credit risks. Changes in interest rates can affect the rate of return on such obligations. If an issuer of a variable- or floating-rate obligation defaults, a Fund could sustain a loss to the extent of such default.

Warrants and Rights

Warrants and rights are types of securities that give a holder a right to purchase shares of common stock. Warrants usually are issued together with a bond or preferred stock and entitle a holder to purchase a specified amount of common stock at a specified price typically for a period of years. Rights usually have a specified purchase price that is lower than the current market price and entitle a holder to purchase a specified amount of common stock typically for a period of only weeks. Warrants may be used to enhance the marketability of a bond or preferred stock.

Warrants and rights may be subject to the risk that the securities could lose value. There also is the risk that the potential exercise price may exceed the market price of the warrants or rights, such as when there is no movement in the market price or the market price of such securities declines.

When-Issued, Delayed Delivery and Forward Commitment Transactions

When-issued, delayed delivery and forward commitment transactions involve the purchase or sale of securities by a Fund, with payment and delivery taking place in the future. When engaging in when-issued, delayed delivery and forward commitment transactions, a Fund typically will hold cash or liquid securities in a segregated account in an amount equal to or greater than the purchase price. The payment obligation and, if applicable, the interest rate that will be received on the securities, are fixed at the time that a Fund agrees to purchase the securities. A Fund generally will enter into when-issued, delayed delivery and forward commitment transactions only with the intention of completing such transactions. However, the Investment Manager or a subadviser may determine not to complete a transaction if it deems it appropriate. In such cases, a Fund may realize short-term gains or losses.

When-issued, delayed delivery and forward commitment transactions involve the risks that the securities purchased may fall in value by the time they actually are issued or that the other party may fail to honor the contract terms. A Fund that invests in delayed delivery securities may rely on a third party to complete the transaction. Failure by a third party to deliver a security purchased on a delayed delivery basis may result in a financial loss to a Fund or the loss of an opportunity to make an alternative investment.

Wholly-Owned Subsidiaries

AP – Alternative Strategies Fund (for purposes of this section, the “Fund”) may invest in one or more wholly-owned subsidiaries (referred to herein collectively as the “Subsidiary”) organized under the laws of the Cayman Islands, which will gain exposure to the commodities markets. The Fund must invest 25% or less of its total assets in the Subsidiary as of the end of every quarter of its taxable year. In addition, the Subsidiary intends to operate in such a manner that income recognized by the Fund in respect of the Subsidiary will be qualifying income for purposes of the 90% gross income requirement applicable to RICs under the Code. See Taxation below for more information about tax considerations related to the Subsidiary. The Subsidiary’s commodity-linked investments (including commodity-linked futures contracts, structured notes, swaps and options), swaps and other investments are expected to produce leveraged exposure to the performance of the commodities markets. The Subsidiary also invests in investment-grade fixed income and other securities that may serve as collateral for its commodity-linked positions and may hold cash or cash equivalents, and may invest directly in commodities.

The Subsidiary is overseen by its own board of directors and is not registered under the 1940 Act. The Fund, as the sole shareholder of the Subsidiary, does not have all of the protections offered by the 1940 Act to

shareholders of investment companies registered under the 1940 Act. However, the Subsidiary is wholly-owned and controlled by the Fund and the Fund’s Board of Trustees oversees the investment activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. The Investment Manager and the Fund’s subadvisers are responsible for the Subsidiary’s day-to-day business pursuant to their separate agreements with, or in respect of, the Subsidiary.

The Subsidiary has entered into separate contracts for the provision of advisory, administrative and custody services with the same services providers who provide those services to the Fund. The Subsidiary will bear the fees and expenses incurred in connection with the services that it receives pursuant to those agreements. The Fund expects that the expenses borne by the Subsidiary will not be material in relation of the value of the Fund’s assets. It is also anticipated that the Fund’s own expenses will be reduced to some extent as a result of the payment of such expenses at the Subsidiary level.

The financial information of the Subsidiary will be consolidated into the Fund’s financial statements, as contained within the Fund’s annual and semi-annual reports provided to shareholders.

Changes in U.S. laws and/or the laws of the Cayman Islands could prevent the Fund and/or the Subsidiary from operating as described in the Fund’s prospectus and this SAI, and could negatively affect the Fund and its shareholders. For example, the Cayman Islands currently does not impose certain taxes on the Subsidiary, including any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax. If Cayman Islands laws were changed to require the Subsidiary to pay Cayman Islands taxes, the investment returns of the Fund would likely decrease.

By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The derivatives and other investments held by the Subsidiary are subject to the same risks that would apply to similar investments if held directly by the Fund.

Zero-Coupon, Pay-in-Kind and Step-Coupon Securities

Zero-coupon, pay-in-kind and step-coupon securities are types of debt instruments that do not necessarily make payments of interest in fixed amounts or at fixed intervals. Asset-backed securities, convertible securities, corporate debt securities, foreign securities, low and below investment grade securities, mortgage-backed securities, municipal securities, participation interests, stripped securities, U.S. Government and related obligations and other types of debt instruments may be structured as zero-coupon, pay-in-kind and step-coupon securities.

Zero-coupon securities do not pay interest on a current basis but instead accrue interest over the life of the security. These securities include, among others, zero-coupon bonds, which either may be issued at a discount by a corporation or government entity or may be created by a brokerage firm when it strips the coupons from a bond or note and then sells the bond or note and the coupon separately. This technique is used frequently with U.S. Treasury bonds, and zero-coupon securities are marketed under such names as CATS (Certificate of Accrual on Treasury Securities), TIGERs or STRIPS. Zero-coupon bonds also are issued by municipalities. Buying a municipal zero-coupon bond frees its purchaser of the obligation to pay regular federal income tax on imputed interest, since the interest is exempt for regular federal income tax purposes. Zero-coupon certificates of deposit and zero-coupon mortgages are generally structured in the same fashion as zero-coupon bonds; the certificate of deposit holder or mortgage holder receives face value at maturity and no payments until then.

Pay-in-kind securities normally give the issuer an option to pay cash at a coupon payment date or to give the holder of the security a similar security with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.

Step-coupon securities trade at a discount from their face value and pay coupon interest. The coupon rate is paid according to a schedule for a series of periods, typically lower for an initial period and then increasing to a

higher coupon rate thereafter. The discount from the face amount or par value depends on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issue.

Zero-coupon, step-coupon and pay-in-kind securities holders generally have substantially all the rights and privileges of holders of the underlying coupon obligations or principal obligations. Holders of these securities have the right upon default on the underlying coupon obligations or principal obligations to proceed directly and individually against the issuer and are not required to act in concert with other holders of such securities.

Investing in zero-coupon, pay-in-kind and step-coupon securities is subject to certain risks, including that market prices of zero-coupon, pay-in-kind and step-coupon securities generally are more volatile than the prices of securities that pay interest periodically and in cash, and are likely to respond to changes in interest rates to a greater degree than other types of debt securities.

Because zero-coupon securities bear no interest, they are volatile. Since zero-coupon bondholders do not receive interest payments, zero-coupon securities fall more dramatically than bonds paying interest on a current basis when interest rates rise. However, when interest rates fall, zero-coupon securities rise more rapidly in value than interest paying bonds.

Borrowings

Each Fund has a fundamental policy with respect to borrowing that can be found under the heading About the Funds’ Investments – Fundamental and Non-Fundamental Investment Policies . Specifically, each Fund may not borrow money or issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by the Funds. In general, pursuant to the 1940 Act, a Fund may borrow money only from banks in an amount not exceeding 33 ¹ / 3 % of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount must be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 ¹ / 3 % limitation.

The Funds participate in a committed line of credit (Line of Credit). Any advance under the Line of Credit is contemplated primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely sale of portfolio securities.

Pursuant to an exemptive order from the SEC, a Fund may, subject to certain conditions, borrow money from or lend money to other funds in the Columbia Funds Family or any other registered investment company advised by the Investment Manager or its affiliates for temporary emergency purposes in order to facilitate redemption requests, or for other purposes consistent with Fund investment policies and restrictions. All loans are set at an interest rate between the rates charged on overnight repurchase agreements and short-term bank loans.

Short Sales

A Fund may sometimes sell securities short when it owns an equal amount of such securities as those securities sold short. This is a technique known as selling short “against the box.” If a Fund makes a short sale “against the box,” it would not immediately deliver the securities sold and would not receive the proceeds from the sale. The seller is said to have a short position in the securities sold until it delivers the securities sold, at which time it receives the proceeds of the sale. To secure its obligation to deliver securities sold short, a Fund will deposit in escrow in a separate account with the custodian an equal amount of the securities sold short or securities convertible into or exchangeable for such securities. A Fund can close out its short position by purchasing and delivering an equal amount of the securities sold short, rather than by delivering securities already held by a Fund, because a Fund might want to continue to receive interest and dividend payments on securities in its portfolio that are convertible into the securities sold short.

Short sales “against the box” entail many of the same risks and considerations described below regarding short sales not “against the box.” However, when a Fund sells short “against the box” it typically limits the amount of securities that it has leveraged. A Fund’s decision to make a short sale “against the box” may be a technique to hedge against market risks when the Investment Manager or a subadviser believes that the price of a security may decline, causing a decline in the value of a security owned by a Fund or a security convertible into or exchangeable for such security. In such case, any future losses in a Fund’s long position would be reduced by a gain in the short position. The extent to which such gains or losses in the long position are reduced will depend upon the amount of securities sold short relative to the amount of the securities a Fund owns, either directly or indirectly, and, in the case where a Fund owns convertible securities, changes in the investment values or conversion premiums of such securities. Short sales may have adverse tax consequences to a Fund and its shareholders.

Subject to its fundamental and non-fundamental investment policies, a Fund may engage in short sales that are not “against the box,” which are sales by a Fund of securities, contracts or instruments that it does not own in hopes of purchasing the same security, contract or instrument at a later date at a lower price. The technique is also used to protect a profit in a long-term position in a security, commodity futures contract or other instrument. To make delivery to the buyer, a Fund must borrow or purchase the security. If borrowed, a Fund is then obligated to replace the security borrowed from the third party, so a Fund must purchase the security at the market price at a later time. If the price of the security has increased during this time, then a Fund will incur a loss equal to the increase in price of the security from the time of the short sale plus any premiums and interest paid to the third party. (Until the security is replaced, a Fund is required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan. To borrow the security, a Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet the margin requirements, until the short position is closed out.)

Short sales by a Fund that are not made “against the box” create opportunities to increase a Fund’s return but, at the same time, involve specific risk considerations and may be considered a speculative technique. Because a Fund in effect profits from a decline in the price of the securities sold short without the need to invest the full purchase price of the securities on the date of the short sale, a Fund’s NAV per share tends to increase more when the securities it has sold short decrease in value, and to decrease more when the securities it has sold short increase in value, than if it had not engaged in such short sales. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium, dividends or interest a Fund may be required to pay in connection with the short sale. Short sales could potentially involve unlimited loss, as the market price of securities sold short may continually increase, although a Fund can mitigate any such losses by replacing the securities sold short. Under adverse market conditions, a Fund might have difficulty purchasing securities to meet its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales. There is also the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to a Fund.

A Fund’s successful use of short sales also will be subject to the ability of the Investment Manager or a subadviser to predict movements in the directions of the relevant market. A Fund therefore bears the risk that the Investment Manager or a subadviser will incorrectly predict future price directions. In addition, if a Fund sells a security short, and that security’s price goes up, a Fund will have to make up the margin on its open position (i.e., purchase more securities on the market to cover the position). It may be unable to do so and thus its position may not be closed out. There can be no assurance that a Fund will not incur significant losses in such a case.

In the view of the SEC, a short sale involves the creation of a “senior security” as such term is defined in the 1940 Act, unless the sale is “against the box” and the securities sold short are placed in a segregated account (not with the broker), or unless a Fund’s obligation to deliver the securities sold short is “covered” by placing in a segregated account (not with the broker) cash, U.S. Government securities or other liquid debt or equity

securities in an amount equal to the difference between the market value of the securities sold short at the time of the short sale and any such collateral required to be deposited with a broker in connection with the sale (not including the proceeds from the short sale), which difference is adjusted daily for changes in the value of the securities sold short. The total value of the cash, U.S. Government securities or other liquid debt or equity securities deposited with the broker and otherwise segregated may not at any time be less than the market value of the securities sold short at the time of the short sale.

Lending of Portfolio Securities

To generate additional income, a Fund may lend up to 33%, or such lower percentage specified by the Fund or Adviser of the value of its total assets (including securities out on loan) to broker-dealers, banks or other institutional borrowers of securities. JPMorgan serves as lending agent (the Lending Agent) to the Funds pursuant to a securities lending agreement (the Securities Lending Agreement) approved by the Board.

Under the Securities Lending Agreement, the Lending Agent loans securities to approved borrowers pursuant to borrower agreements in exchange for collateral. Collateral may consist of cash, securities issued by the U.S. Government or its agencies or instrumentalities (collectively, “U.S. Government securities”) or such other collateral as may be approved by the Board. For loans secured by cash, the Fund retains the interest earned on cash collateral investments, but is required to pay the borrower a rebate for the use of the cash collateral. For loans secured by U.S. Government securities, the borrower pays a borrower fee to the Lending Agent on behalf of the Fund. If the market value of the loaned securities goes up, the Lending Agent will require additional collateral from the borrower.

If the market value of the loaned securities goes down, the borrower may request that some collateral be returned. During the existence of the loan, the lender will receive from the borrower amounts equivalent to any dividends, interest or other distributions on the loaned securities, as well as interest on such amounts.

Loans are subject to termination by a Fund or a borrower at any time. A Fund may choose to terminate a loan in order to vote in a proxy solicitation if the Fund has knowledge of a material event to be voted on that would affect the Fund’s investment in the loaned security.

Securities lending involves counterparty risk, including the risk that a borrower may not provide additional collateral when required or return the loaned securities in a timely manner. Counterparty risk also includes a potential loss of rights in the collateral if the borrower or the Lending Agent defaults or fails financially. This risk is increased if a Fund’s loans are concentrated with a single borrower or limited number of borrowers. There are no limits on the number of borrowers a Fund may use and a Fund may lend securities to only one or a small group of borrowers. Funds participating in securities lending also bear the risk of loss in connection with investments of cash collateral received from the borrowers. Cash collateral is invested in accordance with investment guidelines contained in the Securities Lending Agreement and approved by the Board. Some or all of the cash collateral received in connection with the securities lending program may be invested in one or more pooled investment vehicles, including, among other vehicles, money market funds managed by the Lending Agent (or its affiliates). The Lending Agent shares in any income resulting from the investment of such cash collateral, and an affiliate of the Lending Agent may receive asset-based fees for the management of such pooled investment vehicles, which may create a conflict of interest between the Lending Agent (or its affiliates) and the Fund with respect to the management of such cash collateral. To the extent that the value or return of a Fund’s investments of the cash collateral declines below the amount owed to a borrower, a Fund may incur losses that exceed the amount it earned on lending the security. The Lending Agent will indemnify a Fund from losses resulting from a borrower’s failure to return a loaned security when due, but such indemnification does not extend to losses associated with declines in the value of cash collateral investments. The Investment Manager is not responsible for any loss incurred by the Funds in connection with the securities lending program.

Portfolio Turnover

A change in the securities held by a Fund is known as “portfolio turnover.” High portfolio turnover ( e.g. , over 100%) involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Such sales may also result in adverse tax consequences to a Fund’s shareholders. The trading costs and tax effects associated with portfolio turnover may adversely affect a Fund’s performance.

For Strategic Income Fund, during the fiscal year ended May 31, 2011, the turnover increased from 50% to 128%. This increase was largely due to a change in the portfolio management team.

For each Fund’s portfolio turnover rate, see the Fees and Expenses of the Fund — Portfolio Turnover section in the prospectuses for that Fund.

In any particular year, market conditions may result in greater rates than are presently anticipated. The rate of a Fund’s turnover may vary significantly from time to time depending on the volatility of economic and market conditions.

Disclosure of Portfolio Information

The Board and the Investment Manager believe that the investment ideas of the Investment Manager with respect to portfolio management of a Fund should benefit the Fund and its shareholders, and do not want to afford speculators an opportunity to profit by anticipating Fund trading strategies or by using Fund portfolio holdings information for stock picking. However, the Board also believes that knowledge of a Fund’s portfolio holdings can assist shareholders in monitoring their investments, making asset allocation decisions, and evaluating portfolio management techniques.

The Board has therefore adopted policies and procedures relating to disclosure of the Funds’ portfolio securities. These policies and procedures are intended to protect the confidentiality of Fund portfolio holdings information and generally prohibit the release of such information until such information is made available to the general public. It is the policy of the Funds not to provide or permit others to provide portfolio holdings on a selective basis, and the Investment Manager does not intend to selectively disclose portfolio holdings or expect that such holdings information will be selectively disclosed, except where necessary for the Funds’ operation or where there are other legitimate business purposes for doing so and, in any case, where conditions are met that are designed to protect the interests of the Funds and their shareholders.

Certain limited exceptions that have been approved consistent with the policies and procedures are described below. The Board is updated as needed regarding compliance with these policies and procedures. The policies and procedures prohibit the Investment Manager and a Fund’s other service providers from entering into any agreement to disclose Fund portfolio holdings information in exchange for any form of consideration. The same policies and procedures apply to all categories of Columbia Funds and include some variations tailored to the different categories of Columbia Funds. Accordingly, some of the provisions described below do not apply to the Columbia Funds covered by this SAI. The Investment Manager also has adopted policies and procedures to monitor for compliance with these portfolio holdings disclosure policies and procedures.

Although the Investment Manager seeks to limit the selective disclosure of portfolio holdings information and such selective disclosure is monitored under the Funds’ compliance program for conformity with the policies and procedures, there can be no assurance that these policies will protect the Funds from the potential misuse of holdings information by individuals or firms in possession of that information.

Public Disclosures

The Funds’ portfolio holdings are currently disclosed to the public through filings with the SEC and postings on the Funds’ website. The information is available on the Funds’ website as described below.

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For equity, convertible and balanced Funds (other than the equity Funds identified below), a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 15 calendar days after such month-end.

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For Funds that are subadvised by Brandes Investment Partners, L.P. and Marsico Capital Management, LLC, Select Small Cap Fund, Small Cap Growth Fund I and Columbia Small Cap Growth Fund II, a complete list of Fund portfolio holdings as of month-end is posted approximately, but no earlier than, 30 calendar days after such month-end.

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For fixed-income Funds, a complete list of Fund portfolio holdings as of calendar quarter-end is posted approximately, but no earlier than, 30 calendar days after such quarter-end.

•

For money market Funds, a complete list of Fund portfolio holdings as of month-end is posted no later than five business days after such month-end. Such month-end holdings are continuously available on the website for at least six months, together with a link to an SEC webpage where a user of the website may obtain access to the Fund’s most recent 12 months of publicly available filings on Form N-MFP. Money market Fund portfolio holdings information posted on the website, at minimum, includes with respect to each holding, the name of the issuer, the category of investment (e.g., Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number (if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the amortized cost value. The money market Funds will also disclose on the website the overall weighted average maturity and weighted average life maturity of a holding.

Portfolio holdings of Funds owned solely by affiliates of the Investment Manager are not disclosed on the website. A complete schedule of each Fund’s portfolio holdings is available semi-annually and annually in shareholder reports filed on Form N-CSR and, after the first and third fiscal quarters, in regulatory filings on Form N-Q. These shareholder reports and regulatory filings are filed with the SEC in accordance with federal securities laws. Shareholders may obtain each Columbia Fund’s Form N-CSR and N-Q filings on the SEC’s website at www.sec.gov. In addition, each Columbia Fund’s Form N-CSR and N-Q filings may be reviewed and copied at the SEC’s public reference room in Washington, D.C. You may call the SEC at 202.551.8090 for information about the SEC’s website or the operation of the public reference room.

In addition, the Investment Manager makes publicly available information regarding certain Funds’ largest five to fifteen holdings, as a percentage of the market value of the Funds’ portfolios as of a month-end. This holdings information is made publicly available approximately 15 calendar days following the month-end. The scope of the information that is made available on the Funds’ website pursuant to the Funds’ policies may change from time to time without prior notice.

The Investment Manager may also disclose more current portfolio holdings information as of specified dates on the Columbia Funds’ website.

The Columbia Funds, the Investment Manager and their affiliates may include portfolio holdings information that already has been made public through a website posting or SEC filing in marketing literature and other communications to shareholders, advisors or other parties, provided that the information is disclosed no earlier than when the information is disclosed publicly on the funds’ website or no earlier than the time a fund files such information in a publicly available SEC filing required to include such information.

Other Disclosures

The Funds’ policies and procedures provide that no disclosures of the Funds’ portfolio holdings may be made prior to the portfolio holdings information being made available to the general public unless (i) the Funds have a legitimate business purpose for making such disclosure, (ii) the Funds or their authorized agents authorize such non-public disclosure of information, and (iii) the party receiving the non-public information enters into an appropriate confidentiality agreement or is otherwise subject to a confidentiality obligation.

In determining the existence of a legitimate business purpose for making portfolio disclosures, the following factors, among others, are considered: (i) any prior disclosure must be consistent with the anti-fraud provisions of the federal securities laws and the fiduciary duties of the Investment Manager; (ii) any conflicts of interest between the interests of Fund shareholders, on the one hand, and those of the Investment Manager, the Distributor or any affiliated person of a Fund, the Investment Manager or Distributor on the other; and (iii) any prior disclosure to a third party, although subject to a confidentiality agreement, would not make conduct lawful that is otherwise unlawful.

In addition, the Funds periodically disclose their portfolio information on a confidential basis to various service providers that require such information to assist the Funds with their day-to-day business affairs. In addition to the Investment Manager and its affiliates, these service providers include each Fund’s subadvisor(s) (if any), affiliates of the Investment Manager, the Funds’ custodian, subcustodians, the Funds’ independent registered public accounting firm, legal counsel, financial printers, proxy solicitor and proxy voting service provider, as well as ratings agencies that maintain ratings on certain Funds. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Funds. The Funds also may disclose portfolio holdings information to broker-dealers and certain other entities in connection with potential transactions and management of the Funds, provided that reasonable precautions, including limitations on the scope of the portfolio holdings information disclosed, are taken to avoid any potential misuse of the disclosed information.

The Fund also discloses portfolio holdings information as required by federal, state or international securities laws, and may disclose portfolio holdings information in response to requests by governmental authorities, or in connection with litigation or potential litigation, a restructuring of a holding, where such disclosure is necessary to participate or explore participation in a restructuring of the holding (e.g., as part of a bondholder group), or to the issuer of a holding, pursuant to a request of the issuer or any other party who is duly authorized by the issuer.

The Board has adopted policies to ensure that the Fund’s portfolio holdings information is only disclosed in accordance with these policies. Before any selective disclosure of portfolio holdings information is permitted, the person seeking to disclose such holdings information must submit a written request to the Portfolio Holdings Committee (“PHC”). The PHC is comprised of members from the Investment Manager’s legal department, compliance department, and the Funds’ President. The PHC is authorized by the Board to perform an initial review of requests for disclosure of holdings information to evaluate whether there is a legitimate business purpose for selective disclosure, whether selective disclosure is in the best interests of a Fund and its shareholders, to consider any potential conflicts of interest between the Fund, the Investment Manager, and its affiliates, and to safeguard against improper use of holdings information. Factors considered in this analysis are whether the recipient has agreed to or has a duty to keep the holdings information confidential and whether risks have been mitigated such that the recipient has agreed or has a duty to use the holdings information only as necessary to effectuate the purpose for which selective disclosure may be authorized, including a duty not to trade on such information. Before portfolio holdings may be selectively disclosed, requests approved by the PHC must also be authorized by the Fund’s President, Chief Compliance Officer or General Counsel/Chief Legal Officer or their respective designees. On at least an annual basis, the PHC reviews the approved recipients of selective disclosure and may require a resubmission of the request, in order to re-authorize certain ongoing

arrangements. These procedures are intended to be reasonably designed to protect the confidentiality of Fund holdings information and to prohibit their release to individual investors, institutional investors, intermediaries that distribute the Funds’ shares, and other parties, until such holdings information is made public or unless such persons have been authorized to receive such holdings information on a selective basis, as set forth above.

Ongoing Portfolio Holdings Disclosure Arrangements

The Funds currently have ongoing arrangements with certain approved recipients with respect to the disclosure of portfolio holdings information prior to such information being made public. Portfolio holdings information disclosed to such recipients is current as of the time of its disclosure, is disclosed to each recipient solely for purposes consistent with the services described below and has been authorized in accordance with the policy. No compensation or consideration is received in exchange for this information. In addition to the daily information provided to a Fund’s custodians, subcustodians, administrator, investment manager and subadvisers, the following disclosure arrangements are in place:


IDENTITY OF RECIPIENT	CONDITIONS/RESTRICTIONS ON USE OF INFORMATION	FREQUENCY OF DISCLOSURE
Advent	Portfolio accounting and trade order management systems utilized by EAM, subadviser to certain Columbia Funds.	Daily

Barclays Capital	POINT platform used by the Investment Manager for analytics including risk and attribution assessment.	Daily

Barclays Capital	POINT platform used by Federated, subadviser to certain Columbia Funds, for analytics and modeling.	Daily

BitLathe LLC	Website support for fund holdings and performance disclosure.	Monthly

Bloomberg, L.P.	Use for portfolio analytics.	Daily

Bloomberg, L.P.	Use for independent research of Funds. Sent monthly, approximately 30 days after month end.	Monthly

Bloomberg, L.P.	Used by Wasatch, subadviser to certain Columbia Funds, to upload holdings information for internal reporting and portfolio analysis.	Daily

Cenveo, Inc.	May be used for printing of prospectuses, factsheets, annual and semi-annual reports.	As Needed

Citigroup	Access when assisting in resolving technical difficulties with YieldBook, an analytic software program that the Investment Manager uses to perform ongoing risk analysis and management of certain fixed income Columbia Funds and fixed income separately managed accounts.	Daily


IDENTITY OF RECIPIENT	CONDITIONS/RESTRICTIONS ON USE OF INFORMATION	FREQUENCY OF DISCLOSURE
Citigroup	Yield Book software used by Federated, subadviser to certain Columbia Funds, for analytics and modeling.	Daily

CMS BondEdge	Access when assisting in resolving technical difficulties with application used by the Investment Manager’s Fixed Income Portfolio Management team as an analytical and trading tool.	Ad Hoc

Eagle Investment Systems LLC	Used by RS Investments, subadviser to certain Columbia Funds, for internal performance analytics.	Daily

Electra	Used by TCW, subadviser to certain Columbia Funds, to electronically prepare market value reconciliations and to transmit custodian audited financial statement information.	Monthly

EVARE/SS&C	Used by TCW, subadviser to certain Columbia Funds, to electronically prepare cash reconciliations and to transmit custodian cash transactions.	Daily

Factset Research Systems, Inc.	Use for provision of quantitative analytics, charting and fundamental data to the Investment Manager.	Daily

Factset Research Systems, Inc.	Used by EAM, subadviser to certain Columbia Funds, as a tool for portfolio management, risk modeling and stock research.	Daily

Factset Research Systems, Inc.	Used by RS Investments, subadviser to certain Columbia Funds, for internal performance analytics.	Daily

Factset Research Systems, Inc.	Used by Wasatch, subadviser to certain Columbia Funds, to upload holdings information for internal reporting and portfolio analysis.	Daily

First Rate, Inc.	Performance and client reporting systems utilized by EAM, subadviser to certain Columbia Funds.	Daily

Harte Hanks	May be used for printing of prospectuses, factsheets, annual and semi-annual reports.	As Needed

Infinit-O	Used by AQR, subadviser to certain Columbia Funds, to facilitate position and cash reconciliation process.	Daily

Institutional Shareholder Services (ISS)	Proxy voting administration and research on proxy matters.	Daily


IDENTITY OF RECIPIENT	CONDITIONS/RESTRICTIONS ON USE OF INFORMATION	FREQUENCY OF DISCLOSURE
Investment Technology Group (ITG, formerly known as Plexus Group)	Evaluation and assessment of trading activity, execution and practices by the Investment Manager.	Quarterly

InvestorTools, Inc.	Access granted solely for the purpose of testing back office conversion of trading systems.	Daily

InvestorTools, Inc.	Provide descriptive data for municipal securities.	Daily

Kynex	Use to provide portfolio attribution reports for the Columbia Convertible Securities Fund.	Daily

Linedata Services, Inc.	Access when assisting in resolving technical difficulties with the software for the LongView Trade Order Management System.	Ad Hoc

Lipper/Thomson Reuters Corp. (Lipper)	Information provided monthly with a 30 day lag to assure accuracy of Lipper Fact Sheets.	Monthly

Malaspina Communications	Use to facilitate writing, publishing and mailing Columbia Fund shareholder reports and communications including shareholder letters and management’s discussion of Columbia Fund performance.	Quarterly

Markit ClearPar	System used by TCW, subadviser to certain Columbia Funds, to confirm and settle bank loan trades.	As Needed

MarkitServ	System used by TCW, subadviser to certain Columbia Funds, to upload derivatives trades (CDS, IRS) for matching and confirmation.	As Needed

Merrill Corporation	May provide Edgar filing and typesetting services, as well as printing of prospectuses, factsheets, annual and semi-annual reports.	As Needed

Morningstar Associates	Receive information to fulfill their role as Investment Consultant for the Variable Portfolio Fund of Funds.	Ad Hoc

Morningstar, Inc.	For independent research and ranking of funds. Provided monthly with a 30 day lag.	Monthly

Omgeo	ACTion system used by TCW, subadviser to certain Columbia Funds, to send confirmed trades electronically to the custodians.	Daily

R.R. Donnelley & Sons Company	May provide Edgar filing and typesetting services, as well as printing of prospectuses, factsheets, annual and semi-annual reports.	As needed


IDENTITY OF RECIPIENT	CONDITIONS/RESTRICTIONS ON USE OF INFORMATION	FREQUENCY OF DISCLOSURE
SEI	Used by EAM, subadviser to certain Columbia Funds, for back office settlement, accounting and performance systems.	Daily

SmartStream	Used by Federated, subadviser to certain Columbia Funds, for back office transactions and holdings reconciliation.	Daily

State Street Bank and Trust Company	State Street Analytics used by Wasatch, subadviser to certain Columbia Funds, to upload portfolio information onto a web portal for internal use.	Quarterly

INVESTMENT ADVISORY AND OTHER SERVICES

The Investment Manager and Investment Advisory Services

Columbia Management Investment Advisers, LLC (formerly, RiverSource Investments, LLC) (the Investment Manager) is the investment adviser and administrator of the Funds. The Investment Manager is a wholly-owned subsidiary of Ameriprise Financial. Ameriprise Financial is located at 1099 Ameriprise Financial Center, Minneapolis, MN 55474. The Investment Manager is located at 225 Franklin Street, Boston, MA 02110. Prior to May 1, 2010, Columbia Management Advisors, LLC (the Previous Adviser), a wholly-owned subsidiary of Bank of America, was the Funds’ investment adviser and administrator.

Services Provided

Under the Investment Management Services Agreement, the Investment Manager has contracted to furnish each Fund with investment research and advice. For these services, each Fund pays a monthly fee to the Investment Manager based on the average of the daily closing value of the total net assets of a Fund for such month. Under the Investment Management Services Agreement, any liability of the Investment Manager to the Trust, a Fund and/or its shareholders is limited to situations involving the Investment Manager’s own willful misfeasance, bad faith, negligence in the performance of its duties or reckless disregard of its obligations and duties.

The Investment Management Services Agreement may be terminated with respect to a Fund at any time on 60 days’ written notice by the Investment Manager or by the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of a Fund. The Investment Management Services Agreement will automatically terminate upon any assignment thereof, will continue in effect for two years from May 1, 2010 and thereafter will continue from year to year with respect to a Fund only so long as such continuance is approved at least annually (i) by the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of a Fund and (ii) by vote of a majority of the Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Investment Manager or the Trust, cast in person at a meeting called for the purpose of voting on such approval.

The Investment Manager pays all compensation of the Trustees and officers of the Trust who are employees of the Investment Manager or its affiliates, except for the Chief Compliance Officer, a portion of whose salary is paid by the Columbia Funds (excluding those Columbia Funds that pay a Unified Fee, as defined below). Except to the extent expressly assumed by the Investment Manager and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager does not have a duty to pay any Fund operating expense incurred in the organization and operation of a Fund, including, but not limited to, auditing, legal, custodial, investor servicing and shareholder reporting expenses. The Trust pays the cost of printing and mailing Fund prospectuses to shareholders.

The Investment Manager, at its own expense, provides office space, facilities and supplies, equipment and personnel for the performance of its functions under each Fund’s Investment Management Services Agreement.

Advisory Fee Rates Paid by the Funds

Each Fund pays the Investment Manager an annual fee for its investment advisory services, as set forth in the Investment Management Services Agreement, and as shown in the section entitled Fees and Expenses of the Fund – Annual Fund Operating Expenses in each Fund’s prospectuses. The fee is calculated as a percentage of the average daily net assets of each Fund and is paid monthly. In return for the advisory fee described below, the Investment Manager has agreed to pay all of the operating costs and expenses of Ultra Short Term Bond Fund other than Independent Trustees fees and expenses, including their legal counsel, auditing expenses, interest incurred on borrowing by Ultra Short Term Bond Fund, if any, portfolio transaction expenses, taxes and extraordinary expenses. This fee is sometimes referred to herein as the “Unified Fee.” Any custody credits are

applied to offset Fund expenses prior to determining the expenses the Investment Manager is required to bear; however, the Investment Manager bears any custodian overdraft charges. The Investment Manager also may pay amounts from its own assets to the Distributor and/or to selling and/or servicing agents for services they provide.

The Investment Manager receives a monthly investment advisory fee based on each Fund’s average daily net assets at the following annual rates:


Fund	First $500 million			In excess of $500 million and up to $1 billion			In excess of $1 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion and up to $7.5 billion			In excess of $7.5 billion
CT Intermediate Municipal Bond Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%
MA Intermediate Municipal Bond Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%
NY Intermediate Municipal Bond Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%
Oregon Intermediate Municipal Bond Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%
CA Tax-Exempt Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%
CT Tax-Exempt Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%
MA Tax-Exempt Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%
NY Tax-Exempt Fund		0.400	%		0.350	%		0.320	%		0.290	%		0.280	%		0.270	%


Fund	First $500 million			In excess of $500 million and up to $1 billion			In excess of $1 billion and up to $1.5 billion			In excess of $1.5 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion
AP – Select Large Cap Growth Fund		0.710	%		0.665	%		0.620	%		0.570	%		0.560	%		0.540	%
Contrarian Core Fund		0.710	%		0.665	%		0.620	%		0.570	%		0.560	%		0.540	%
Dividend Income Fund		0.660	%		0.615	%		0.570	%		0.520	%		0.510	%		0.490	%
Large Cap Growth Fund		0.710	%		0.665	%		0.620	%		0.570	%		0.560	%		0.540	%
Select Large Cap Growth Fund		0.710	%		0.665	%		0.620	%		0.570	%		0.560	%		0.540	%
Strategic Investor		0.710	%		0.665	%		0.620	%		0.570	%		0.560	%		0.540	%


Fund	First $500 million			In excess of $500 million and up to $1 billion			In excess of $1 billion
Select Small Cap Fund		0.790	%		0.745	%		0.700	%
Small Cap Core Fund		0.790	%		0.745	%		0.700	%
Small Cap Growth Fund I		0.790	%		0.745	%		0.700	%
Small Cap Value Fund I		0.790	%		0.745	%		0.700	%
Technology Fund		0.870	%		0.820	%		0.770	%


Fund	First $1 billion			In excess of $1 billion and up to $2 billion			In excess of $2 billion and up to $6 billion			In excess of $6 billion and up to $7.5 billion			In excess of $7.5 billion and up to $9 billion			In excess of $9 billion and up to $12 billion			In excess of $12 billion and up to $20 billion			In excess of $20 billion and up to $24 billion			In excess of $24 billion and up to $50 billion			In excess of $50 billion
AP – Core Plus Bond Fund		0.430	%		0.420	%		0.400	%		0.380	%		0.365	%		0.360	%		0.350	%		0.340	%		0.320	%		0.300	%
Bond Fund		0.430	%		0.420	%		0.400	%		0.380	%		0.365	%		0.360	%		0.350	%		0.340	%		0.320	%		0.300	%
Intermediate Bond Fund		0.430	%		0.420	%		0.400	%		0.380	%		0.365	%		0.360	%		0.350	%		0.340	%		0.320	%		0.300	%
Corporate Income Fund		0.430	%		0.420	%		0.400	%		0.380	%		0.365	%		0.360	%		0.350	%		0.340	%		0.320	%		0.300	%


Fund	First $1 billion			In excess of $1 billion and up to $1.5 billion			In excess of $1.5 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion
Energy and Natural Resources Fund		0.690	%		0.620	%		0.570	%		0.560	%		0.540	%
Greater China Fund		0.870	%		0.800	%		0.760	%		0.720	%		0.680	%
Pacific/Asia Fund		0.870	%		0.800	%		0.750	%		0.710	%		0.660	%


Fund	First $1 billion			In excess of $1 billion and up to $2 billion			In excess of $2 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion and up to $9 billion			In excess of $9 billion and up to $10 billion			In excess of $10 billion and up to $15 billion			In excess of $15 billion and up to $24 billion			In excess of $24 billion and up to $50 billion			In excess of $50 billion
Intermediate Municipal Bond Fund		0.410	%		0.385	%		0.360	%		0.335	%		0.310	%		0.300	%		0.290	%		0.280	%		0.260	%		0.250	%
Tax-Exempt Fund		0.410	%		0.385	%		0.360	%		0.335	%		0.310	%		0.300	%		0.290	%		0.280	%		0.260	%		0.250	%


Fund	First $250 million			In excess of $250 million and up to $500 million			In excess of $500 million and up to $750 million			In excess of $750 million and up to $1 billion			In excess of $1 billion and up to $2 billion			In excess of $2 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion and up to $7.5 billion			In excess of $7.5 billion and up to $9 billion			In excess of $9 billion and up to $10 billion
High Yield Opportunity Fund		0.590	%		0.575	%		0.570	%		0.560	%		0.550	%		0.540	%		0.515	%		0.490	%		0.475	%		0.450	%


Fund	In excess of $10 billion and up to $15 billion			In excess of $15 billion and up to $20 billion			In excess of $20 billion and up to $24 billion			In excess of $24 billion and up to $50 billion			In excess of $50 billion
High Yield Opportunity Fund		0.435	%		0.425	%		0.400	%		0.385	%		0.360	%


Fund	First $500 million			In excess of $500 million and up to $1 billion			In excess of $1 billion and up to $2 billion			In excess of $2 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion and up to $7.5 billion			In excess of $7.5 billion and up to $9 billion			In excess of $9 billion and up to $10 billion			In excess of $10 billion and up to $15 billion			In excess of $15 billion and up to $20 billion
Strategic Income Fund		0.530	%		0.525	%		0.515	%		0.495	%		0.480	%		0.455	%		0.440	%		0.431	%		0.419	%		0.409	%


Fund	In excess of $20 billion and up to $24 billion			In excess of $24 billion and up to $50 billion			In excess of $50 billion
Strategic Income Fund		0.393	%		0.374	%		0.353	%


Fund	First $1 billion			In excess of $1 billion and up to $2 billion			In excess of $2 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion and up to $7.5 billion			In excess of $7.5 billion and up to $10 billion			In excess of $10 billion and up to $15 billion			In excess of $15 billion and up to $24 billion			In excess of $24 billion and up to $50 billion			In excess of $50 billion
High Yield Municipal Fund		0.470	%		0.445	%		0.420	%		0.395	%		0.370	%		0.360	%		0.350	%		0.340	%		0.320	%		0.300	%


Fund	First $1 billion			In excess of $1 billion and up to $2 billion			In excess of $2 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion and up to $7.5 billion			In excess of $7.5 billion and up to $12 billion			In excess of $12 billion and up to $20 billion			In excess of $20 billion and up to $50 billion			In excess of $50 billion
International Bond Fund		0.570	%		0.525	%		0.520	%		0.515	%		0.510	%		0.500	%		0.490	%		0.480	%		0.470	%


Fund	First $500 million			In excess of $500 million and up to $1 billion			In excess of $1 billion and up to $1.5 billion			In excess of $1.5 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion
Balanced Fund		0.660	%		0.615	%		0.570	%		0.520	%		0.510	%		0.490	%


Fund	First $750 million			In excess of $750 million and up to $1 billion			In excess of $1 billion and up to $1.5 billion			In excess of $1.5 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion
Emerging Markets Fund		1.270	%		1.125	%		0.800	%		0.750	%		0.710	%		0.660	%


Fund	First $500 million			In excess of $500 million and up to $1 billion			In excess of $1 billion and up to $3 billion			In excess of $3 billion and up to $6 billion			In excess of $6 billion
AP – Alternative Strategies Fund		1.020	%		0.975	%		0.950	%		0.930	%		0.900	%


Fund	First $500 million			In excess of $500 million and up to $1 billion			In excess of $1 billion and up to $1.5 billion			In excess of $1.5 billion
Mid Cap Growth Fund		0.760	%		0.715	%		0.670	%		0.620	%


Fund	First $7 billion			In excess of $7 billion and up to $8 billion			In excess of $8 billion and up to $10 billion			In excess of $10 billion
Value and Restructuring Fund		0.690	%		0.650	%		0.610	%		0.540	%


Fund	First $1 billion			In excess of $1 billion and up to $1.5 billion			In excess of $1.5 billion
Real Estate Equity Fund		0.690	%		0.670	%		0.620	%


Fund	First $250 million			In excess of $250 million and up to $500 million			In excess of $500 million
AP – Small Cap Equity Fund		0.900	%		0.850	%		0.800	%


Fund	All assets
U.S. Treasury Index Fund		0.100	%

Advisory Fees Paid by the Funds

The Investment Manager and the Previous Adviser received fees from the Funds for their services as reflected in the following charts, which show the advisory fees paid to and, as applicable, waived/reimbursed by the Investment Manager and the Previous Adviser, for the three most recently completed fiscal years, except as otherwise indicated.


Fund	Fiscal Year Ended March 31, 2011				Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
	Adviser		Previous Adviser
Bond Fund
Advisory Fee Paid	$	4,015,797	$	301,822	$	3,555,388	$	3,357,269
Amount Reimbursed	$	2,076,212	$	170,053	$	1,762,911	$	968,294
Amount Waived		—		—		—		—


Fund	Fiscal Year Ended March 31, 2011				Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
	Adviser		Previous Adviser
Corporate Income Fund
Advisory Fee Paid	$	2,030,164	$	187,599	$	2,172,793	$	2,165,208
Amount Reimbursed		—		—		—		—
Amount Waived	$	365,983	$	530		—		—
Emerging Markets Fund
Advisory Fee Paid	$	4,340,081	$	386,909	$	4,059,904	$	6,822,851
Amount Reimbursed	$	1,166,939	$	95,101	$	133,614	$	710,637
Amount Waived		—		—		—		—
Energy and Natural Resources Fund
Advisory Fee Paid	$	4,071,386	$	365,281	$	3,382,995	$	3,524,919
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Intermediate Bond Fund
Advisory Fee Paid	$	6,836,700	$	581,691	$	6,768,041	$	7,167,840
Amount Reimbursed		—		—		—		—
Amount Waived	$	285,433		—		—		—
Pacific/Asia Fund
Advisory Fee Paid	$	343,550	$	22,883	$	219,007	$	634,182
Amount Reimbursed	$	87,230	$	8,465	$	131,463	$	37,003
Amount Waived		—		—		—		—
Select Large Cap Growth Fund
Advisory Fee Paid	$	16,930,896	$	1,160,977	$	10,061,635	$	7,032,799
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Select Small Cap Fund
Advisory Fee Paid	$	3,838,847	$	393,218		$3,835,693		$4,041,266
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
U.S. Treasury Index Fund
Advisory Fee Paid	$	352,603	$	30,361	$	374,018	$	360,167
Amount Reimbursed	$	734,069	$	63,436	$	659,969	$	380,634
Amount Waived		—		—		—		—
Value and Restructuring Fund
Advisory Fee Paid	$	34,923,979	$	3,605,829	$	38,153,435	$	45,997,660
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended May 31, 2011		Fiscal Year Ended May 31, 2010				Fiscal Year Ended May 31, 2009*
Fund	Fiscal Year Ended May 31, 2011		Adviser		Previous Adviser		Fiscal Year Ended May 31, 2009*
High Yield Opportunity Fund
Advisory Fee Paid	$	1,953,985	$	167,714	$	1,881,734	$	1,848,657
Amount Reimbursed	$	247,123	$	57,327	$	83,858		—
Amount Waived		—		—		—		—
International Bond Fund
Advisory Fee Paid	$	116,214	$	7,487	$	69,573	$	20,485
Amount Reimbursed	$	192,393	$	25,747	$	124,507	$	142,545
Amount Waived		—		—		—		—


	Fiscal Year Ended May 31, 2011		Fiscal Year Ended May 31, 2010				Fiscal Year Ended May 31, 2009*
Fund	Fiscal Year Ended May 31, 2011		Adviser		Previous Adviser		Fiscal Year Ended May 31, 2009*
Strategic Income Fund
Advisory Fee Paid	$	10,514,321	$	949,914	$	10,224,619	$	9,937,336
Amount Reimbursed	$	59,857		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended June 30, 2011		Fiscal Year Ended June 30, 2010				Fiscal Year Ended June 30, 2009*
Fund	Fiscal Year Ended June 30, 2011		Adviser		Previous Adviser		Fiscal Year Ended June 30, 2009*
High Yield Municipal Fund
Advisory Fee Paid	$	3,084,968	$	524,787	$	2,361,306	$	2,421,629
Amount Reimbursed	$	448,081		—		—		—
Amount Waived		—		—		—		—
Small Cap Value Fund I
Advisory Fee Paid	$	13,093,445	$	1,883,799	$	7,793,816	$	6,138,109
Amount Reimbursed	$	10		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended July 31, 2011		Fiscal Year Ended July 31, 2010*				Fiscal Year Ended July 31, 2009*†
Fund	Fiscal Year Ended July 31, 2011		Adviser		Previous Adviser		Fiscal Year Ended July 31, 2009*†
Ultra Short Term Bond Fund
Advisory Fee Paid	$	2,591,552.92	$	774,383	$	1,643,829	$	346,249
Amount Reimbursed	$	105,806.67	$	23,307	$	59,090	$	58,864
Amount Waived		—		—		—		—

*	Ultra Short Term Bond Fund commenced operations as of November 23, 2009. All fees shown are the fees paid by the Predecessor Ultra Short Term Bond Fund, a series of Columbia Funds Institutional Trust.

^†	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010				Fiscal Year Ended August 31, 2009*
Fund	Fiscal Year Ended August 31, 2011		Adviser		Previous Adviser		Fiscal Year Ended August 31, 2009*
Balanced Fund
Advisory Fee Paid	$	3,750,889	$	516,594	$	875,889	$	884,961
Amount Reimbursed	$	347,362		—		—		—
Amount Waived		—		—		—		—
Greater China Fund
Advisory Fee Paid	$	2,368,709	$	717,794	$	1,561,766	$	1,676,914
Amount Reimbursed	$	1,426		—		—		—
Amount Waived		—		—		—		—
Mid Cap Growth Fund
Advisory Fee Paid	$	11,840,449	$	2,977,727	$	5,939,170	$	7,193,675
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Oregon Intermediate Municipal Bond Fund
Advisory Fee Paid	$	2,201,895	$	799,938	$	1,515,769	$	2,043,052
Amount Reimbursed	$	500,503	$	183,028	$	329,008	$	564,350
Amount Waived		—		—		—		—


	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010				Fiscal Year Ended August 31, 2009*
Fund	Fiscal Year Ended August 31, 2011		Adviser		Previous Adviser		Fiscal Year Ended August 31, 2009*
Small Cap Growth Fund I
Advisory Fee Paid	$	9,319,430	$	2,371,009	$	4,158,194	$	3,216,309
Amount Reimbursed	$	306		—		—	$	109,017
Amount Waived		—		—		—		—
Strategic Investor Fund
Advisory Fee Paid	$	5,777,942	$	1,486,665	$	3,136,677	$	4,131,661
Amount Reimbursed	$	368,881	$	407,410	$	989,742	$	1,606,165
Amount Waived				—		—		—
Technology Fund
Advisory Fee Paid	$	2,358,996	$	765,180	$	1,638,839	$	2,084,965
Amount Reimbursed	$	66,993	$	45,469		—	$	169,244
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended September 30, 2011		Fiscal Year Ended September 30, 2010				Fiscal Year Ended September 30, 2009*
Fund	Fiscal Year Ended September 30, 2011		Adviser		Previous Adviser		Fiscal Year Ended September 30, 2009*
Contrarian Core Fund
Advisory Fee Paid	$	7,499,179	$	1,604,740	$	1,929,231	$	2,110,310
Amount Reimbursed	$	335,578		—		—	$	318,233
Amount Waived		—	$	213,720	$	71,834		—
Dividend Income Fund
Advisory Fee Paid	$	20,026,109	$	5,934,956	$	7,295,736	$	8,227,244
Amount Reimbursed	$	1,966,047	$	412,201	$	54,673	$	791,034
Amount Waived		—		—		—		—
Large Cap Growth Fund
Advisory Fee Paid	$	12,427,666	$	2,643,515	$	3,959,944	$	5,877,711
Amount Reimbursed	$	1		—		—		—
Amount Waived		—		—		—		—
Small Cap Core Fund
Advisory Fee Paid	$	5,993,236	$	1,882,144	$	2,495,915	$	3,382,545
Amount Reimbursed	$	234,050		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010				Fiscal Year Ended October 31, 2009*
Fund	Fiscal Year Ended October 31, 2011		Adviser		Previous Adviser		Fiscal Year Ended October 31, 2009*
CA Tax-Exempt Fund
Advisory Fee Paid	$	1,781,596	$	982,935	$	984,233	$	2,020,284
Amount Reimbursed	$	455,210	$	43,089	$	58,176	$	73,450
Amount Waived		—		—		—		—
CT Intermediate Municipal Bond Fund
Advisory Fee Paid	$	945,991	$	602,895	$	580,714	$	1,091,965
Amount Reimbursed	$	540,983	$	163,248	$	187,129		—
Amount Waived		—		—		—	$	353,794


	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010				Fiscal Year Ended October 31, 2009*
Fund	Fiscal Year Ended October 31, 2011		Adviser		Previous Adviser		Fiscal Year Ended October 31, 2009*
CT Tax-Exempt Fund
Advisory Fee Paid	$	376,066	$	240,336	$	235,414	$	462,542
Amount Reimbursed	$	230,450	$	112,730	$	88,418	$	157,165
Amount Waived		—		—		—		—
Intermediate Municipal Bond Fund
Advisory Fee Paid	$	9,448,247	$	5,165,472	$	5,091,941	$	10,049,028
Amount Reimbursed	$	2,892,900		—		—		—
Amount Waived		—		—		—	$	201,056
MA Intermediate Municipal Bond Fund
Advisory Fee Paid	$	1,512,989	$	885,979	$	844,565	$	1,610,500
Amount Reimbursed	$	799,425	$	204,395	$	181,924		—
Amount Waived		—		—		—	$	407,124
MA Tax-Exempt Fund
Advisory Fee Paid	$	526,866	$	340,619	$	333,453	$	658,411
Amount Reimbursed	$	235,695	$	88,415	$	89,721	$	120,205
Amount Waived		—		—		—		—
NY Intermediate Municipal Bond Fund
Advisory Fee Paid	$	1,257,586	$	781,694	$	763,013	$	1,447,859
Amount Reimbursed	$	628,205	$	210,091	$	201,876		—
Amount Waived		—		—		—	$	389,877
NY Tax-Exempt Fund
Advisory Fee Paid	$	468,778	$	171,758	$	166,121	$	334,848
Amount Reimbursed	$	229,929	$	96,660	$	91,479	$	169,148
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended November 30, 2010				Fiscal Year Ended November 30, 2009*		Fiscal Year Ended November 30, 2008*
Fund	Adviser		Previous Adviser		Fiscal Year Ended November 30, 2009*		Fiscal Year Ended November 30, 2008*
Tax-Exempt Fund
Advisory Fee Paid	$	6,340,827	$	4,490,488	$	10,701,653	$	11,551,990
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.


	Fiscal Year Ended December 31, 2010				Fiscal Period Ended December 31, 2009*		Fiscal Year Ended August 21, 2009*		Fiscal Year Ended August 31, 2008*
Fund	Adviser		Previous Adviser		Fiscal Period Ended December 31, 2009*		Fiscal Year Ended August 21, 2009*		Fiscal Year Ended August 31, 2008*
Real Estate Equity Fund
Advisory Fee Paid	$	1,814,393.71	$	775,033.09	$	686,031	$	1,670,236	$	2,487,144
Amount Reimbursed		—		—		—		—		—
Amount Waived		—		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Adviser.

Portfolio Manager(s)

The following provides additional information about the portfolio manager(s) of the Investment Manager who are responsible for making the day-to-day investment decisions for the Funds. As described in the Management of the Fund – Primary Service Providers section of each Fund’s prospectuses, the portfolio manager(s) of the Investment Manager who are responsible for the Funds are:


Portfolio Manager		Fund(s)
Tom Abrams, CFA		Energy and Natural Resources Fund
Leonard A. Aplet, CFA		Balanced Fund
Stephen D. Barbaro, CFA		Small Cap Value Fund I
Michael S. Barclay, CFA		Dividend Income Fund
John S. Barrett, CFA		Small Cap Value Fund I
Robert B. Cameron		Emerging Markets Fund
Kimberly A. Campbell		Tax-Exempt Fund
Richard A. Carter		AP – Select Large Cap Growth Fund Select Large Cap Growth Fund
Wayne M. Collette, CFA		Mid Cap Growth Fund Select Small Cap Fund Small Cap Growth Fund I Technology Fund
Richard E. Dahlberg, CFA		Dividend Income Fund
Richard G. D’Auteuil		Small Cap Core Fund
Scott L. Davis		Dividend Income Fund
Peter R. Deininger, CFA, CAIA		Large Cap Growth Fund
Tim Doubek, CFA		Corporate Income Fund
Chad H. Farrington, CFA		High Yield Municipal Fund
William Finan		U.S. Treasury Index Fund
Paul F. Fuchs, CFA		MA Intermediate Municipal Bond Fund NY Intermediate Municipal Bond Fund
Thomas M. Galvin, CFA		AP – Select Large Cap Growth Fund Select Large Cap Growth Fund
Jarl Ginsberg, CFA		AP – Small Cap Equity Fund
Emil A. Gjester		Strategic Investor Fund
Todd D. Herget		AP – Select Large Cap Growth Fund Select Large Cap Growth Fund
Jeffrey M. Hershey, CFA		Small Cap Core Fund
Guy C. Holbrook IV, CFA		Ultra Short Term Bond Fund
Jasmine (Weili) Huang, CFA, CPA (U.S. and China), CFM		Emerging Markets Fund Greater China Fund Pacific/Asia Fund
Arthur J. Hurley, CFA		Real Estate Equity Fund
Orhan Imer, PhD, CFA		U.S. Treasury Index Fund
Jeremy H. Javidi, CFA		Small Cap Value Fund I
Josh Kapp, CFA		Energy and Natural Resources Fund
David L. King, CFA		Dividend Income Fund
Brian Lavin, CFA		AP – Core Plus Bond Fund Balanced Fund Corporate Income Fund High Yield Opportunity Fund Intermediate Bond Fund Strategic Income Fund


Portfolio Manager		Fund(s)
Gregory S. Liechty		Balanced Fund
Lawrence W. Lin, CFA		Mid Cap Growth Fund Select Small Cap Fund Small Cap Growth Fund I
Colin J. Lundgren, CFA		Strategic Income Fund
Brian M. McGreevy		CT Intermediate Municipal Bond Fund Intermediate Municipal Bond Fund MA Intermediate Municipal Bond Fund NY Intermediate Municipal Bond Fund Oregon Intermediate Municipal Bond Fund
Colin Moore		Energy and Natural Resources Fund
Tom Murphy, CFA		Corporate Income Fund
George J. Myers, CFA		Mid Cap Growth Fund Select Small Cap Fund Small Cap Growth Fund I
Brian D. Neigut		Mid Cap Growth Fund Select Small Cap Fund Small Cap Growth Fund I
C. Michael Ng, CFA		International Bond Fund
Daisuke Nomoto, CMA (SAAJ)		Pacific/Asia Fund
Carl W. Pappo, CFA		AP – Core Plus Bond Fund Bond Fund Intermediate Bond Fund
Jonas Patrikson, CFA		Strategic Investor Fund
Nicholas Pifer, CFA		International Bond Fund
Jennifer Ponce de Leon		High Yield Opportunity Fund
Guy W. Pope, CFA		Balanced Fund Contrarian Core Fund Value and Restructuring Fund
Alexander D. Powers		AP – Core Plus Bond Fund Bond Fund Intermediate Bond Fund
J. Nicholas Smith, CFA		Value and Restructuring Fund
Christian K. Stadlinger, PhD, CFA		AP – Small Cap Equity Fund
Ronald B. Stahl, CFA		Balanced Fund
Catherine Stienstra		CA Tax-Exempt Fund CT Tax-Exempt Fund MA Tax-Exempt Fund NY Tax-Exempt Fund
Paul S. Szczygiel, CFA		Small Cap Core Fund
Gene R. Tannuzzo, CFA		Strategic Income Fund
Michael T. Welter, CFA		Strategic Investor Fund
Mary K. Werler, CFA		Ultra Short Term Bond Fund
Dara J. White, CFA		Emerging Markets Fund
David J. Williams, CFA		Value and Restructuring Fund
John T. Wilson, CFA		Large Cap Growth Fund
Michael Zazzarino		AP – Core Plus Bond Fund Bond Fund Intermediate Bond Fund

Portfolio Manager(s) Information

The following table provides information about each Fund’s portfolio manager(s) as of the end of the Fund’s most recent fiscal year, or as indicated, the most recent practicable date including the number and amount of assets of other investment accounts (or portions of investment accounts) that the portfolio manager(s) managed.

Other Accounts Managed (excluding the Fund)

Fund

Portfolio Manager

Number and Type
of Account*

Approximate
Total Net
Assets

Performance
Based
Accounts

Dollar
Range of
Equity
Securities
in the Fund
Beneficially
Owned

Structure of
Compensation
(described in
next
sub-section)

For Funds with fiscal year ending March 31

AP – Select Large Cap Growth Fund

Thomas M. Galvin, CFA ¹

3 RICs

3 PIVs

1,509 other accounts

$5.98 billion

$111.73 million

$899.92 million

None

(1)

Richard A. Carter ¹

3 RICs

3 PIVs

1,509 other accounts

$5.98 billion

$111.73 million

$899.92 million

None

(1)

Todd D. Herget ¹

3 RICs

3 PIVs

1,509 other accounts

$5.98 billion

$111.73 million

$899.92 million

None

(1)

Bond Fund

Carl W. Pappo, CFA

3 RICs

8 PIVs

3 other accounts

$3.8 billion

$1.9 billion

$1.3 million

None

(1)

Alexander D. Powers

3 RICs

7 PIVs

12 other accounts

$8.72 billion

$1.9 billion

$990.3 million

None

(1)

Michael Zazzarino

7 RICs

5 PIVs

8 other accounts

$8.88 billion

$811.8 million

$190.2 million

None

$1-$10,000 ^a

(1)

Corporate Income Fund

Tom Murphy, CFA

6 RICs

2 PIVs

16 other accounts

$13.83 billion

$627.75 million

$33.98 billion

None

(1)

Tim Doubek, CFA

2 RICs

6 other accounts

$3.21 billion

$58.29 million

None

(1)

Brian Lavin, CFA

14 RICs

1 PIV

3 other accounts

$22.40 billion

$14.98 million

$453.8 million

None

(1)

Emerging Markets Fund

Robert B. Cameron

1 PIV

5 other accounts

$126.5 million

$1.1 million

None

$10,001-$50,000 ^a

(1)

Jasmine (Weili) Huang, CFA, CPA

(U.S. and China), CFM

2 RICs

2 PIVs

5 other accounts

$346.92 million

$150.27 million

$400,000

None

$1- $10,000 ^b

(1)

Dara J. White, CFA

1 PIV

8 other accounts

$126.5 million

$650,000

None

$50,001-$100,000 ^a

(1)

Energy and Natural Resources Fund

Colin Moore

19 RICs

26 PIVs

21 other accounts

$3.62 billion

$2.4 billion

$239 million

None

(2)

Tom Abrams, CFA

N/A

None

(1)

Josh Kapp, CFA

N/A

None

(1)

Intermediate Bond Fund

Brian Lavin, CFA

14 RICs

1 PIV

3 other accounts

$22.40 billion

$14.98 million

$453.8 million

None

(1)

Carl W. Pappo, CFA

3 RICs

8 PIVs

3 other accounts

$3.22 billion

$1.9 billion

$1.3 million

None

(1)

Other Accounts Managed (excluding the Fund)

Fund

Portfolio Manager

Number and Type
of Account*

Approximate
Total Net
Assets

Performance
Based
Accounts

Dollar
Range of
Equity
Securities
in the Fund
Beneficially
Owned

Structure of
Compensation
(described in
next
sub-section)

Alexander D. Powers

3 RICs

7 PIVs

12 other accounts

$8.13 billion

$1.9 billion

$990.3 million

None

(1)

Michael Zazzarino

7 RICs

5 PIVs

8 other accounts

$8.28 billion

$811.8 million

$190.2 million

None

(1)

Pacific/Asia Fund

Jasmine (Weili) Huang, CFA, CPA (U.S. and China), CFM

2 RICs

2 PIVs

5 other accounts

$742 million

$150.27 million

$400,000

None

$1- $10,000 ^b

(1)

Daisuke Nomoto CMA (SAAJ)

1 PIV

2 other accounts

$21.24 million

$300,000

None

$50,001- $100,000 ^a

(1)

Select Large Cap Growth Fund

Thomas M. Galvin, CFA

1 RIC

47 PIVs

5 other accounts

$6 million

$3 billion

$9 million

None

Over $1,000,000 ^a

(1)

Richard A. Carter

1 RIC

1 PIV

2765 other accounts

$6 million

$57.75 million

$2 billion

2 other accounts ($300 million)

$100,000- $500,000 ^a

$10,000- $50,000 ^b

(1)

Todd D. Herget

1 RIC

2 PIVs

28 other accounts

$6 million

$2 billion

$815 million

2 other

($330 million)

$10,001- $50,000 ^a

$100,000- $500,000 ^b

(1)

Select Small Cap Fund

Wayne M. Collette, CFA ²

9 RICs

4 PIV

257 other accounts

$4.89 billion

$203 million

$346 million

None

(1)

Lawrence W. Lin, CFA ²

8 RICs

4 PIVs

260 other accounts

$4.66 billion

$203 million

$345 million

None

(1)

George J. Meyers, CFA ²

8 RICs

4 PIVs

256 other accounts

$4.66 billion

$203 million

$345 million

None

(1)

Brian D. Neigut ²

8 RICs

4 PIVs

260 other accounts

$4.66 billion

$203 million

$34.74 million

None

(1)

U.S. Treasury Index Fund

William Finan

N/A

None

(1)

Orhan Imer, PhD, CFA

7 other accounts

$500,000

None

(1)

Value and Restructuring Fund

David J. Williams, CFA

1,640 other accounts

$2.18 billion

2 RICs-

($1.04 billion)

$500,001- $1,000,000 ^a

(1)

Guy W. Pope, CFA

4 RICs

1,653 other accounts

$2.32 billion

$2.197 billion

None

$1-

$10,000 ^a

$10,001-

$50,000 ^b

(1)

J. Nicholas Smith, CFA

1,640 other accounts

$2.18 billion

2 RICs-

($1.04 billion)

$50,001- $100,000 ^a

$100,000-$500,000 ^b

(1)

Other Accounts Managed (excluding the Fund)

Fund

Portfolio Manager

Number and Type
of Account*

Approximate
Total Net
Assets

Performance
Based
Accounts

Dollar
Range of
Equity
Securities
in the Fund
Beneficially
Owned

Structure of
Compensation
(described in
next
sub-section)

For Funds with fiscal year ending May 31

High Yield Opportunity Fund

Brian Lavin, CFA

14 RICs

1 PIV

3 other accounts

$22.92 billion

$18.32 million

$465.64 million

None

(1)

Jennifer Ponce de Leon

6 RICs

1 PIV

29 other accounts

$11.84 billion

$18.32 million

$36.57 billion

None

(1)

International Bond Fund

C. Michael Ng, CFA

2 PIVs

3 other accounts

$178 million

$1.70 million

None

(1)

Nicholas Pifer, CFA

6 RICs

3 PIVs

17 other accounts

$5.95 billion

$21.58 million

$33.22 billion

None

(1)

Strategic Income Fund

Brian Lavin, CFA

14 RICs

1 PIV

3 other accounts

$21.06 billion

$18.32 million

$465.64 million

None

(1)

Colin J. Lundgren, CFA

11 RICs

9 other accounts

$55.22 billion

$283.37 million

None

(1)

Gene R. Tannuzzo, CFA

12 RICs

2 other accounts

$44.11 billion

$0.09 million

None

$1-$10,000 ^a

(1)

For Funds with fiscal year ending June 30

High Yield Municipal Fund

Chad H. Farrington, CFA

6 other accounts

$315,128

None

$50,001-$100,000 ^a

$10,001-$50,000 ^b

(1)

Small Cap Value Fund I

Stephen D. Barbaro, CFA

2 RICs

1 PIV

18 other accounts

$392 million

$33 million

$72 million

None

$50,001-$100,000 ^a

(1)

John S. Barrett, CFA

2 RICs

1 PIV

11 other accounts

$392 million

$33 million

$68 million

None

$10,001-$50,000 ^b

(1)

Jeremy H. Javidi, CFA

2 RICs

1 PIV

15 other accounts

$392 million

$33 million

$68 million

None

$100,001-$500,000 ^a

$10,001-$50,000 ^b

(1)

For Fund with fiscal year ending July 31

Ultra Short Term Bond Fund

Guy C. Holbrook IV, CFA

5 RICs

17 other accounts

$1.85 billion

$330 million

None

(1)

Mary K. Werler, CFA

4 other accounts

$254.9 million

None

(1)

For Funds with fiscal year ending August 31

AP – Core Plus Bond Fund

Carl W. Pappo, CFA ¹

3 RICs

3 other accounts

$12.18 billion

$648,000

None

(1)

Alexander D. Powers ¹

3 RICs

6 PIVs

12 other accounts

$11.2 million

$1.66 million

$1.07 million

None

(1)

Other Accounts Managed (excluding the Fund)

Fund

Portfolio Manager

Number and Type
of Account*

Approximate
Total Net
Assets

Performance
Based
Accounts

Dollar
Range of
Equity
Securities
in the Fund
Beneficially
Owned

Structure of
Compensation
(described in
next
sub-section)

Brian Lavin, CFA ¹

14 RICs

3 other accounts

$25.06 billion

$1.43 million

None

(1)

Michael Zazzarino ¹

5 RICs

4 PIVs

7 other accounts

$14.46 billion

$405.94 million

$205.90 million

None

(1)

AP – Small Cap Equity Fund

Jarl Ginsberg, CFA ¹

3 RICs

17 other accounts

$2.0 billion

$34.4 million

None

(1)

Christian K. Stadlinger, PhD, CFA ¹

3 RICs

27 other accounts

$2.0 billion

$34.4 million

None

(1)

Balanced Fund

Leonard A. Aplet, CFA

3 RICs

7 PIVs

75 other accounts

$4.51 billion

$3 billion

$7.57 billion

None

$50,001-$100,000 ^a

$1-$10,000 ^b

(1)

Brian Lavin, CFA

13 RICs

1 PIV

3 other accounts

$22.48 billion

$18.48 million

$515.43 million

None

(1)

Gregory S. Liechty

3 RICs

5 PIVs

13 other accounts

$4.51 billion

$399.49 million

$114.5 million

None

$1-$10,000 ^a

$1-$10,000 ^b

(1)

Guy W. Pope, CFA

6 RICs

1547 other accounts

$7.97 billion

$899.3 million

None

$100,001-$500,000 ^a

(1)

Ronald B. Stahl, CFA

7 RICs

5 PIVs

52 other accounts

$4.55 billion

$400 million

$3.76 billion

None

$10,001-$50,000 ^a

$1-$10,000 ^b

(1)

Greater China Fund

Jasmine (Weili) Huang, CFA, CPA (U.S. and China), CFM

2 RICs

2 PIVs

5 other accounts

$570.10 million

$144.55 million

$300,000

None

$1- $10,000 ^b

(1)

Mid Cap Growth Fund

Wayne M. Collette, CFA

8 RICs

4 PIV

257 other accounts

$3.05 billion

$203 million

$346 million

None

$10,001-$50,000 ^b

(1)

Lawrence W. Lin, CFA

7 RICs

4 PIVs

260 other accounts

$2.83 billion

$203 million

$345 million

None

$1-$10,000 ^b

(1)

George J. Meyers, CFA

7 RICs

4 PIVs

256 other accounts

$2.83 billion

$203 million

$345 million

None

$10,001- $50,000 ^a

$10,001- $50,000 ^b

(1)

Brian D. Neigut

7 RICs

4 PIVs

260 other accounts

$2.83 billion

$203 million

$34.74 million

None

(1)

Oregon Intermediate Municipal Bond Fund

Brian M. McGreevy

12 RICs

7 other accounts

$6.59 billion

$502.3 million

None

(1)

Small Cap Growth Fund I

Wayne M. Collette, CFA

8 RICs

4 PIVs

257 other accounts

$3.73 billion

$203 million

$346 million

None

$10,001-$50,000 ^b

(1)

Lawrence W. Lin, CFA

7 RICs

4 PIVs

260 other accounts

$3.50 billion

$203 million

$345 million

None

$1-$10,000 ^b

(1)

Other Accounts Managed (excluding the Fund)

Fund

Portfolio Manager

Number and Type
of Account*

Approximate
Total Net
Assets

Performance
Based
Accounts

Dollar
Range of
Equity
Securities
in the Fund
Beneficially
Owned

Structure of
Compensation
(described in
next
sub-section)

George J. Meyers, CFA

7 RICs

4 PIVs

256 other accounts

$3.50 billion

$203 million

$345 million

None

$10,001- $50,000 ^a

$10,001- $50,000 ^b

(1)

Brian D. Neigut

7 RICs

4 PIVs

260 other accounts

$3.50 billion

$203 million

$344.74 million

None

(1)

Strategic Investor Fund

Emil A. Gjester

1 PIV

246 other accounts

$147.45 million

$122.60 million

None

$100,001- $500,000 ^a

$50,001- $100,000 ^b

(1)

Jonas Patrikson, CFA

1 PIV

239 other accounts

$147.45 million

$122 million

None

$1-$10,000 ^a

$10,001 - $50,000 ^b

(1)

Michael T. Welter, CFA

1 PIV

239 other accounts

$147.45 million

$122.30 million

None

$50,001- $100,000 ^a

$50,001- $100,000 ^b

(1)

Technology Fund

Wayne M. Collette, CFA

8 RICs

4 PIVs

257 other accounts

$4.66 billion

$203 million

$346 million

None

(1)

For Funds with fiscal year ending September 30

Contrarian Core Fund

Guy W. Pope, CFA

6 RICs

1,515 other accounts

$6.12 billion

$888 million

None

$100,001- $500,000 ^a

(1)

Dividend Income Fund

Michael S. Barclay, CFA

5 other accounts

$704,524

None

$10,001-$50,000 ^a

(1)

Richard E. Dahlberg, CFA

1 RIC

1 PIV

82 other accounts

$52.5 billion

$242.4 million

$1.02 billion

None

$100,001-$500,000 ^a

$100,001-$500,000 ^b

(1)

Scott L. Davis

1 RIC

1 PIV

74 other accounts

$52.5 billion

$242.4 million

$1.02 billion

None

$100,001-$500,000 ^a

$100,001-$500,000 ^b

(1)

David L. King, CFA

6 RICs

16 other accounts

$540 million

$19.5 million

None

Over $1,000,000 ^a

(1)

Large Cap Growth Fund

Peter R. Deininger

2 RICs

1 PIV

10 other accounts

$250 million

$260 million

None

$50,001- $100,000 ^a

(1)

John T. Wilson, CFA

2 RICs

1 PIV

11 other accounts

$250 million

$260 million

None

$500,000-$1,000,000 ^a

(1)

Small Cap Core Fund

Richard D’Auteuil

1 PIV

17 other accounts

$137.4 million

$727.7 million

None

$100,001- $500,000 ^a

(1)

Jeffrey Hershey, CFA

1 PIV

4 other accounts

$137.45 million $724.55 million

None

(1)

Paul S. Szczygiel, CFA

1 PIV

16 other accounts

$137.45 million $734.43 million

None

(1)

Other Accounts Managed (excluding the Fund)

Fund

Portfolio Manager

Number and Type
of Account*

Approximate
Total Net
Assets

Performance
Based
Accounts

Dollar
Range of
Equity
Securities
in the Fund
Beneficially
Owned

Structure of
Compensation
(described in
next
sub-section)

For Funds with fiscal year ending October 31

CA Tax-Exempt Fund

Catherine Stienstra

5 RICs

3 other accounts

$1.39 billion

$0.17 million

None

(1)

CT Intermediate Municipal Bond Fund

Brian M. McGreevy

12 RICs

6 other accounts

$6.80 billion

$420.8 million

None

(1)

CT Tax-Exempt Fund

Catherine Stienstra

5 RICs

3 other accounts

$1.82 billion

$0.17 million

None

(1)

Intermediate Municipal Bond Fund

Brian M. McGreevy

12 RICs

6 other accounts

$4.53 billion

$420.8 million

None

(1)

MA Intermediate Municipal Bond Fund

Paul F. Fuchs, CFA

10 PIVs

3 other accounts

$1.58 billion

$92 million

None

(1)

Brian M. McGreevy

12 RICs

6 other accounts

$6.66 billion

$420.8 million

None

$100-001-$500,000 ^a

(1)

MA Tax-Exempt Fund

Catherine Stienstra

5 RICs

3 other accounts

$1.79 billion

$0.17 million

None

(1)

NY Intermediate Municipal Bond Fund

Paul F. Fuchs, CFA

10 PIVs

3 other accounts

$1.58 billion

$92 million

None

(1)

Brian M. McGreevy

12 RICs

6 other accounts

$6.72 billion

$420.8 million

None

(1)

NY Tax-Exempt Fund

Catherine Stienstra

5 RICs

3 other accounts

$1.73 billion

$0.17 million

None

(1)

For the fund with fiscal year ending November 30

Tax-Exempt Fund

Kimberly A. Campbell

4 RICs

15 other accounts

$2.99 billion

$920,000

None

$10,001-$50,000 ^a

(1)

For the Fund with fiscal year ending December 31

Real Estate Equity Fund

Arthur J. Hurley, CFA

1 RIC

10 other accounts

$216 million $799,000

None

$1 - $10,000 ^a

(1)

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

^a	Excludes any notional investments.

^b	Notional investments through a deferred compensation account.

¹	Account information provided as of January 31, 2012.

²	Account information provided as of August 31, 2011.

Structure of Compensation

(1) As of the Funds’ most recent fiscal year end, each portfolio manager received all of his/her compensation in the form of salary, bonus, stock options, restricted stock, and notional investments through an incentive plan, the value of which is measured by reference to the performance of the Columbia Funds in which the account is invested. A portfolio manager’s bonus is variable and generally is based on (i) an evaluation of the portfolio manager’s investment performance and (ii) the results of a peer and/or management review of the portfolio manager, which takes into account skills and attributes such as team participation, investment process, communication and professionalism. In evaluating investment performance, the Investment Manager generally considers the one, three and five year performance of mutual funds and other accounts managed by the portfolio manager relative to the benchmarks and peer groups noted below, emphasizing the portfolio manager’s three and five year performance. The Investment Manager also may consider a portfolio manager’s performance in managing client assets in sectors and industries assigned to the portfolio manager as part of his/her investment

team responsibilities, where applicable. For portfolio managers who also have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance. The size of the overall bonus pool each year depends on, among other factors, the levels of compensation generally in the investment management industry (based on market compensation data) and the Investment Manager’s profitability for the year, which is largely determined by assets under management.

(2) The compensation of the portfolio manager consists of (i) a base salary, (ii) an annual cash bonus, and (iii) equity incentive awards in the form of stock options and/or restricted stock. The annual cash bonus is based on management’s assessment of the employee’s performance relative to individual and business unit goals and objectives which, for portfolio manager Moore, may be based, in part, on achieving certain investment performance goals and retaining and attracting assets under management. In addition, subject to certain vesting requirements, the compensation of portfolio manager Moore includes an annual award based on the performance of Ameriprise Financial over rolling three-year periods.

Performance Benchmarks


Portfolio Manager	Fund(s)	Benchmark(s)	Peer Group
Tom Abrams, CFA	Energy and Natural Resources Fund	S&P North American Natural Resources Sector Index	Lipper Natural Resources Funds Classification

Leonard A. Aplet, CFA	Balanced Fund	S&P 500 ^® Index; Barclays Capital Aggregate Bond Index; Blended Benchmark ¹	Lipper Mixed-Asset Target Allocation Growth Funds Classification

Stephen D. Barbaro, CFA	Small Cap Value Fund I	Russell 2000 Value Index	Lipper Small-Cap Value Funds Classification

Michael S. Barclay, CFA	Dividend Income Fund	Russell 1000 Index	Lipper Equity Income Funds Classification

John S. Barrett, CFA	Small Cap Value Fund I	Russell 2000 Value Index	Lipper Small-Cap Value Funds Classification

Robert B. Cameron	Emerging Markets Fund	MSCI Emerging Markets Index (Net); MSCI EAFE Index (Net)	Lipper Emerging Markets Funds Classification

Kimberly A. Campbell	Tax-Exempt Fund	Barclays Capital Municipal Bond Index	Lipper General Municipal Debt Funds Classification

Richard A. Carter	AP – Select Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

	Select Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

Wayne M. Collette, CFA	Mid Cap Growth Fund	Russell MidCap Growth Index; Russell MidCap Index	Lipper Mid-Cap Growth Funds Classification

	Select Small Cap Fund	Russell 2000 Index	Lipper Small-Cap Core Funds Classification


Portfolio Manager	Fund(s)	Benchmark(s)	Peer Group
	Small Cap Growth Fund I	Russell 2000 Growth Index; Russell 2000 Index	Lipper Small-Cap Growth Funds Classification

	Technology Fund	BofA Merrill Lynch 100 Technology Index	Lipper Science and Technology Funds Classification

Richard E. Dahlberg, CFA	Dividend Income Fund	Russell 1000 Index	Lipper Equity Income Funds Classification

Richard D’Auteuil	Small Cap Core Fund	Russell 2000 Index; S&P SmallCap 600 Composite Index	Lipper Small-Cap Core Funds Classification

Scott L. Davis	Dividend Income Fund	Russell 1000 Index	Lipper Equity Income Funds Classification

Peter R. Deininger, CFA, CAIA	Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

Tim Doubek, CFA	Corporate Income Fund	Barclays Capital Credit Bond Index; Blended Benchmark ²	Lipper Corporate Debt Funds BBB-Rated Classification

Chad H. Farrington, CFA	High Yield Municipal Fund	Barclays Capital High Yield Municipal Bond Index; Blended Benchmark ⁴	Lipper High Yield Municipal Debt Funds Classification

William Finan	U.S. Treasury Index Fund	Citigroup Bond U.S. Treasury Index	Lipper General U.S. Treasury Funds Classification

Paul F. Fuchs, CFA	MA Intermediate Municipal Bond Fund	Barclays Capital 3-15 Year Blend Municipal Bond Index	Lipper Other States Intermediate Municipal Debt Funds Classification

	NY Intermediate Municipal Bond Fund	Barclays Capital 3-15 Year Blend Municipal Bond Index; Barclays Capital New York 3-15 Year Blend Municipal Bond Index	Lipper New York Intermediate Municipal Debt Funds Classification

Thomas M. Galvin, CFA	AP – Select Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

	Select Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

Jarl Ginsberg, CFA	AP – Small Cap Equity Fund	Russell 2000 Value Index	Lipper Small-Cap Value Classification


Portfolio Manager	Fund(s)	Benchmark(s)	Peer Group
Emil A. Gjester	Strategic Investor Fund	Russell 1000 Index	Lipper Multi-Cap Core Funds Classification

Todd D. Herget	AP – Select Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

	Select Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

Jeffrey M. Hershey, CFA	Small Cap Core Fund	Russell 2000 Index; S&P SmallCap 600 Composite Index	Lipper Small-Cap Core Funds Classification

Guy C. Holbrook IV, CFA	Ultra Short Term Bond Fund	Barclays Capital U.S. Short-Term Government/Corporate Index	Lipper Ultra-Short Obligations Funds Classification

Jasmine (Weili) Huang, CFA, CPA (U.S. and China), CFM	Emerging Markets Fund	MSCI Emerging Markets Index (Net); MSCI EAFE Index (Net)	Lipper Emerging Markets Funds Classification

	Greater China Fund	MSCI China (Net); Hang Seng Index	Lipper China Region Funds Classification

	Pacific/Asia Fund	MSCI AC Asia Pacific Index (Net); MSCI EAFE Index (Net)	Lipper Pacific Region Funds Classification

Arthur J. Hurley, CFA	Real Estate Equity Fund	FTSE NAREIT Equity REITs Index	Lipper Real Estate Funds Classification

Orhan Imer, PhD, CFA	U.S. Treasury Index Fund	Citigroup Bond U.S. Treasury Index	Lipper General U.S. Treasury Funds Classification

Jeremy H. Javidi, CFA	Small Cap Value Fund I	Russell 2000 Value Index	Lipper Small-Cap Value Funds Classification

Josh Kapp, CFA	Energy and Natural Resources Fund	S&P North American Natural Resources Sector Index	Lipper Natural Resources Funds Classification

David L. King, CFA	Dividend Income Fund	Russell 1000 Index	Lipper Equity Income Funds Classification

Brian Lavin, CFA	Balanced Fund	S&P 500 ^® Index; Barclays Capital Aggregate Bond Index; Blended Benchmark ¹	Lipper Mixed-Asset Target Allocation Growth Funds Classification

	Corporate Income Fund	Barclays Capital Credit Bond Index; Blended Benchmark ²	Lipper Corporate Debt Funds BBB- Rated Classification

	High Yield Opportunity Fund	JPMorgan Global High Yield Index; Credit Suisse High Yield Index	Lipper High Current Yield Funds Classification


Portfolio Manager	Fund(s)	Benchmark(s)	Peer Group
	AP – Core Plus Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Intermediate Investment Grade Debt Funds Classification

	Intermediate Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Intermediate Investment Grade Debt Funds Classification

	Strategic Income Fund	Barclays Capital Government/Credit Bond Index; Blended Benchmark ³	Lipper Multi-Sector Income Funds Classification

Gregory S. Liechty	Balanced Fund	S&P 500 ^® Index; Barclays Capital Aggregate Bond Index; Blended Benchmark ¹	Lipper Mixed-Asset Target Allocation Growth Funds Classification

Lawrence W. Lin, CFA	Mid Cap Growth Fund	Russell MidCap Growth Index; Russell MidCap Index	Lipper Mid-Cap Growth Funds Classification

	Select Small Cap Fund	Russell 2000 Index	Lipper Small-Cap Core Funds Classification

	Small Cap Growth Fund I	Russell 2000 Growth Index; Russell 2000 Index	Lipper Small-Cap Growth Funds Classification

Colin J. Lundgren, CFA	Strategic Income Fund	Barclays Capital Government/Credit Bond Index; Blended Benchmark ³	Lipper Multi-Sector Income Funds Classification

Brian M. McGreevy	CT Intermediate Municipal Bond Fund	Barclays Capital 3-15 Year Blend Municipal Bond Index	Lipper Other States Intermediate Municipal Debt Funds Classification

	Intermediate Municipal Bond Fund	Barclays Capital 3-15 Year Blend Municipal Bond Index	Lipper Intermediate Municipal Debt Funds Classification

	MA Intermediate Municipal Bond Fund	Barclays Capital 3-15 Year Blend Municipal Bond Index	Lipper Other States Intermediate Municipal Debt Funds Classification

	Oregon Intermediate Municipal Bond Fund	Barclays Capital 3-15 Year Blend Municipal Bond Index	Lipper Other States Intermediate Municipal Debt Funds Classification

	NY Intermediate Municipal Bond Fund	Barclays Capital 3-15 Year Blend Municipal Bond Index ; Barclays Capital New York 3-15 Year Blend Municipal Bond Index	Lipper New York Intermediate Municipal Debt Funds Classification


Portfolio Manager	Fund(s)	Benchmark(s)	Peer Group
Colin Moore	Energy and Natural Resources Fund	S&P North American Natural Resources Sector Index	Lipper Natural Resources Funds Classification

Tom Murphy, CFA	Corporate Income Fund	Barclays Capital Credit Bond Index; Blended Benchmark ²	Lipper Corporate Debt Funds BBB-Rated Classification

George J. Myers, CFA	Mid Cap Growth Fund	Russell MidCap Growth Index; Russell MidCap Index	Lipper Mid-Cap Growth Funds Classification

	Select Small Cap Fund	Russell 2000 Index	Lipper Small-Cap Core Funds Classification

	Small Cap Growth Fund I	Russell 2000 Growth Index; Russell 2000 Index	Lipper Small-Cap Growth Funds Classification

Brian D. Neigut	Mid Cap Growth Fund	Russell MidCap Growth Index; Russell MidCap Index	Lipper Mid-Cap Growth Funds Classification

	Select Small Cap Fund	Russell 2000 Index	Lipper Small-Cap Core Funds Classification

	Small Cap Growth Fund I	Russell 2000 Growth Index; Russell 2000 Index	Lipper Small-Cap Growth Funds Classification

C. Michael Ng, CFA	International Bond Fund	Citigroup Non-U.S. Dollar World Government Bond Index-Unhedged	Lipper International Income Funds Classification

Daisuke Nomoto, CMA (SAAJ)	Pacific/Asia Fund	MSCI AC Asia Pacific Index (Net); MSCI EAFE Index (Net)	Lipper Pacific Region Funds Classification

Carl W. Pappo, CFA	Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Corporate Debt Funds A Rated Classification

	AP – Core Plus Bond Fund

	Intermediate Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Intermediate Investment Grade Debt Funds Classification

Jonas Patrikson, CFA	Strategic Investor Fund	Russell 1000 Index	Lipper Multi-Cap Core Funds Classification

Nicholas Pifer, CFA	International Bond Fund	Citigroup Non-U.S. Dollar World Government Bond Index- Unhedged	Lipper International Income Funds Classification


Portfolio Manager	Fund(s)	Benchmark(s)	Peer Group
Jennifer Ponce de Leon	High Yield Opportunity Fund	JPMorgan Global High Yield Index; Credit Suisse High Yield Index	Lipper High Current Yield Funds Classification

Guy W. Pope, CFA	Balanced Fund	S&P 500 ^® Index; Barclays Capital Aggregate Bond Index; Blended Benchmark ¹	Lipper Mixed-Asset Target Allocation Growth Funds Classification

	Contrarian Core Fund	Russell 1000 Index	Lipper Large-Cap Core Funds Classification

	Value and Restructuring Fund	Russell 1000 Value Index; S&P 500 ^® Index	Lipper Multi-Cap Value Funds Classification

Alexander D. Powers	Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Corporate Debt Funds A Rated Classification

	AP – Core Plus Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Intermediate Investment Grade Debt Funds Classification

	Intermediate Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Intermediate Investment Grade Debt Funds Classification

J. Nicholas Smith, CFA	Value and Restructuring Fund	Russell 1000 Value Index; S&P 500 ^® Index	Lipper Multi-Cap Value Funds Classification

Christian K. Stadlinger, PhD, CFA	AP – Small Cap Equity Fund	Russell 2000 Value Index	Lipper Small-Cap Value Classification

Ronald B. Stahl, CFA	Balanced Fund	S&P 500 ^® Index; Barclays Capital Aggregate Bond Index; Blended Benchmark ¹	Lipper Mixed-Asset Target Allocation Growth Funds Classification

Catherine Stienstra	CA Tax-Exempt Fund	Barclays Capital California Municipal Bond Index; Barclays Capital Municipal Bond Index	Lipper California Municipal Debt Funds Classification

	CT Tax-Exempt Fund	Barclays Capital Municipal Bond Index; Barclays Capital Connecticut Municipal Bond Index	Lipper Connecticut Municipal Debt Funds Classification

	MA Tax-Exempt Fund	Barclays Capital Municipal Bond Index; Barclays Capital Massachusetts Municipal Bond Index	Lipper Massachusetts Municipal Debts Classification


Portfolio Manager	Fund(s)	Benchmark(s)	Peer Group
	NY Tax-Exempt Fund	Barclays Capital Municipal Bond Index; Barclays Capital New York Municipal Bond Index	Lipper NY Municipal Debt Funds Classification

Paul S. Szczygiel, CFA	Small Cap Core Fund	Russell 2000 Index; S&P SmallCap 600 Composite Index	Lipper Small-Cap Core Funds Classification

Gene R. Tannuzzo, CFA	Strategic Income Fund	Barclays Capital Government/Credit Bond Index; Blended Benchmark ³	Lipper Multi-Sector Income Funds Classification

Michael T. Welter, CFA	Strategic Investor Fund	Russell 1000 Index	Lipper Multi-Cap Core Funds Classification

Mary K. Werler, CFA	Ultra Short Term Bond Fund	Barclays Capital U.S. Short-Term Government/Corporate Index	Lipper Ultra-Short Obligations Funds Classification

Dara J. White, CFA	Emerging Markets Fund	MSCI Emerging Markets Index (Net); MSCI EAFE Index (Net)	Lipper Emerging Markets Funds Classification

David J. Williams, CFA	Value and Restructuring Fund	Russell 1000 Value Index; S&P 500 ^® Index	Lipper Multi-Cap Value Funds Classification

John T. Wilson, CFA	Large Cap Growth Fund	Russell 1000 Growth Index	Lipper Large-Cap Growth Funds Classification

Michael Zazzarino	Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Corporate Debt Funds A Rated Classification

	AP – Core Plus Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Intermediate Investment Grade Debt Funds Classification

	Intermediate Bond Fund	Barclays Capital Aggregate Bond Index	Lipper Intermediate Investment Grade Debt Funds Classification

¹	A custom composite, established by the Adviser, consisting of a 60% weighting of the S&P 500 ^® Index and a 40% weighting of the Barclays Capital Aggregate Bond Index.

²	A weighted custom composite of the Barclays Capital U.S. Credit Bond Index (85%) and JPMorgan Global High Yield Index (15%) established by the Adviser.

A custom composite, established by the Adviser, consisting of a 35% weighting of the Barclays Capital U.S. Aggregate Bond Index, a 35% weighting of the JPMorgan Global High Yield Index, a 15% weighting of the Citigroup Non-U.S. World Government Bond Index – Unhedged and a 15% weighting of the JPMorgan EMBI Global Diversified Index. Effective on February 29, 2012, the Fund will change two components in its blended benchmark from a 35% weighting in the JPMorgan Global High Yield Index and a 15% weighting in the JPMorgan Emerging Markets Bond Index – Global Diversified to a 35% weighting in the BofA Merrill Lynch US High Yield Cash Pay Constrained Index and a 15% weighting in the JPMorgan Emerging Markets Bond Index – Global.

⁴	A custom composite, established by the Adviser, consisting of a 60% weighting of the Barclays Capital High Yield Municipal Bond Index and a 40% weighting of the Barclays Capital Municipal Bond Index.

The Investment Manager’s Portfolio Managers and Potential Conflicts of Interest

Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below.

The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts.

Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the Funds. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies.

A portfolio manager may be able to select or influence the selection of the broker-dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker-dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages.

A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold.

“Cross trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager and the Funds have adopted compliance procedures that provide that any transactions between the Fund and another account managed by the Investment Manager are to be made at a current market price, consistent with applicable laws and regulations.

Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds.

A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and

other accounts. Many of the potential conflicts of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager and its affiliates. See Investment Advisory and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest for more information about conflicts of interest, including those that relate to the Investment Manager and its affiliates.

Manager of Managers Exemption

The SEC has issued an order that permits the Investment Manager, subject to the approval of the Board, to appoint an unaffiliated subadviser or to change the terms of a subadvisory agreement for a Fund without first obtaining shareholder approval. The order permits a Fund to add or to change unaffiliated subadvisers or to change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. The Investment Manager and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create certain conflicts of interest. When making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, the Investment Manager discloses to the Board the nature of any material relationships it has with a subadviser or its affiliates.

The Subadvisers and Investment Subadvisory Services

Investment Sub-Advisory Agreements

The assets of certain Funds are managed by subadvisers that have been selected by the Investment Manager, subject to the review and approval of the Board. The Investment Manager has recommended the subadvisers to the Board based upon its assessment of the skills of the subadvisers in managing other assets with objectives and investment strategies substantially similar to those of the applicable Fund. Short-term investment performance is not the only factor in selecting or terminating a subadviser, and the Investment Manager does not expect to make frequent changes of subadvisers.

The Investment Manager allocates the assets of a Fund with multiple subadvisers among the subadvisers. Each subadviser has discretion, subject to oversight by the Board and the Investment Manager, to purchase and sell portfolio assets, consistent with the Fund’s investment objectives, policies, and restrictions. Generally, the services that a subadviser provides to the Fund are limited to asset management and related recordkeeping services.

The Investment Manager has entered into an Investment Sub-Advisory Agreement with each subadviser under which the subadviser provides investment advisory assistance and day-to-day management of some or all of the Fund’s portfolio, as well as investment research and statistical information. A subadviser may also serve as a discretionary or non-discretionary investment adviser to management or advisory accounts that are unrelated in any manner to the Investment Manager or its affiliates.

Each Investment Sub-Advisory Agreement generally provides that in the absence of willful misconduct, bad faith, gross negligence or reckless disregard of its obligations or duties thereunder, by the subadviser or any of its respective officers, directors, employees or agents, the subadviser shall not be subject to liability to the Trust or the Investment Manager for any act or omission in the course of rendering services thereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

The Investment Sub-Advisory Agreement became effective with respect to each applicable Fund after approval by the Board, and after an initial two year period, continues from year to year, provided that such continuation of the Investment Sub-Advisory Agreement is specifically approved at least annually by the Trust’s Board, including its Independent Trustees. The Investment Sub-Advisory Agreement terminates automatically in the event of its assignment, and is terminable with respect to the Fund at any time without

penalty by the Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund) or by the Investment Manager on 60 days’ written notice.

DGHM has entered into a Delegation Agreement with REMS to provide investment advisory services relating to investments in REITs for the portion of AP – Small Cap Equity Fund managed by DGHM. DGHM is responsible for payments to REMS. The Delegation Agreement provides that it will remain in effect for so long as the Investment Sub-Advisory Agreement between the Investment Manager and DGHM remains in effect; provided that it will terminate automatically in the event of its assignment, and is terminable with respect to the Fund at any time without penalty by the Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund) on 60 days’ written notice.

The information below regarding each subadviser has been provided by the respective subadviser.

AQR

AQR manages a sleeve of AP – Alternative Strategies Fund. AQR is a Delaware limited liability company formed in 1998 and is located at Two Greenwich Plaza, 3 ^rd Floor, Greenwich, Connecticut 06830. AQR is a wholly-owned subsidiary of AQR Capital Management Holdings, LLC (“Holdings”), which has no activities other than holding the interest of AQR. Holdings is majority-owned by AQR’s principals and Clifford S. Asness, Ph.D. may be deemed to control AQR indirectly through his significant ownership in Holdings. Affiliated Managers Group, Inc., a publicly traded holding company, holds a minority interest in Holdings.

AQR Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the AQR portfolio managers responsible for the portion of the Fund allocated to AQR are:


Portfolio Manager		Fund
Clifford S. Asness, Ph.D.		AP – Alternative Strategies Fund
Brian K. Hurst		AP – Alternative Strategies Fund
John M. Liew, Ph.D.		AP – Alternative Strategies Fund
Yao Hua Ooi		AP – Alternative Strategies Fund

Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the AQR portfolio managers managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Alternative Strategies Fund	Clifford S. Asness, Ph.D.	18 RICSs 53 PIVs 52 other accounts	$5.09 billion $10.58 billion $12.59 billion	28 PIVs ($6 billion) 5 other accounts ($1.2 billion)	None
	Brian K. Hurst	5 RICSs 34 PIVs 24 other accounts	$5.65 billion $13.34 billion $6.7 billion	12 PIVs ($4.12 billion) 3 other accounts ($1 billion)	None
	John M. Liew, Ph.D.	8 RICSs 33 PIVs 25 other accounts	$4.37 billion $7.38 billion $6.81 billion	20 PIVs ($5.1 billion) 3 other accounts ($1 billion)	None
	Yao Hua Ooi	5 RICSs 17 PIVs 1 other account	$5.65 billion $7.91 billion $44.59 million	4 PIVs ($880.56 million)	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. The compensation for each of the portfolio managers who is a principal of AQR is in the form of distributions based on the revenues generated by AQR. Distributions to each portfolio manager are based on cumulative research, leadership and other contributions to AQR. Revenue distributions are also a function of assets under management and performance of accounts managed by the portfolio manager. There is no direct linkage between performance and compensation. However, there is an indirect linkage in that superior performance tends to attract assets and thus increase revenues.

AQR Portfolio Manager Conflicts of Interest . Each of the portfolio managers is also responsible for managing other accounts in addition to the Fund, including other accounts of AQR or its affiliates, such as separately managed accounts for foundations, endowments, pension plans, and high net-worth families.

Other accounts may also include accounts managed by the portfolio managers in a personal or other capacity, and may include registered investment companies and unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (such companies are commonly referred to as “hedge funds”). Management of other accounts in addition to the Fund can present certain conflicts of interest.

From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with similar investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by AQR, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, AQR or portfolio manager may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances when the Fund will not participate in a transaction that is allocated among other accounts or that may not be allocated the full amount of the securities sought to be traded. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of AQR that the overall benefits outweigh any disadvantages that may arise from this practice. Subject to applicable laws and/or account restrictions, AQR may buy, sell or hold securities for other accounts while entering into a different or opposite investment decision for the Fund.

AQR and the portfolio managers may also face a conflict of interest where some accounts pay higher fees to AQR than others, such as by means of performance fees.

AQR has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) to seek to address potential conflicts that may arise in connection with the management of the Funds, separately managed accounts and other accounts.

DGHM

DGHM manages a sleeve of AP – Small Cap Equity Fund. DGHM is a Delaware limited liability company located at 565 Fifth Avenue, Suite 2101, New York, New York 10017. DGHM is 80% owned by Boston Private Financial Holdings, Inc., which is organized as a bank holding company focusing on wealth management through private banking and investment services. The remaining 20% interest in DGHM is employee owned.

REMS provides advisory services with respect to investments that the portion of the AP – Small Cap Equity Fund managed by DGHM may make in REITs. REMS is located at 1100 Fifth Avenue South, Suite 305, Naples, Florida 34102. The principal owners of REMS are Edward W. Turville, John E. Webster, John S. Whitaker, Michael H. Shelly and Beach Investment Management, LLC.

DGHM Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the DGHM/REMS portfolio managers responsible for the portion of the Fund allocated to DGHM are:


Portfolio Manager		Fund
Jeffrey C. Baker, CFA		AP – Small Cap Equity Fund
Bruce H. Geller, CFA		AP – Small Cap Equity Fund
Peter A. Gulli		AP – Small Cap Equity Fund
Edward W. Turville, CFA (with REMS)		AP – Small Cap Equity Fund

Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the DGHM portfolio managers managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Small Cap Equity Fund	Jeffrey C. Baker, CFA	2 RICs 7 PIVs 90 other accounts	$132 million $164 million $1.066 million	5 PIVs ($35 million) 4 other accounts ($167 million)	None
	Bruce H. Geller, CFA	2 RICs 7 PIVs 90 other accounts	$132 million $164 million $1.066 million	5 PIVs ($35 million) 4 other accounts ($167 million)	None
	Peter A. Gulli	2 RICs 7 PIVs 90 other accounts	$132 million $164 million $1.066 million	5 PIVs ($35 million) 4 other accounts ($167 million)	None
	Edward W. Turville, CFA	2 RICs 10 PIVs 131 other accounts	$132 million $400 million $393 million	5 PIVs ($1 million) 4 other accounts ($22 million)	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. The portfolio managers’ compensation varies with the general success of the firm. Each portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on assets under management. The portfolio managers’ compensation is not directly linked to the performance of the Fund or other accounts managed by the firm, although positive performance and growth in managed assets are factors that may contribute to distributable profits and assets under management.

DGHM Portfolio Manager Conflicts of Interest . The portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts include hedge funds, separately managed private clients and discretionary 401(k) accounts. These other accounts might have similar investment objectives as the Fund, be compared to the same index as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Fund.

A potential conflict of interest may arise as a result of the portfolio managers’ day-to-day management of the Fund. The portfolio managers know the size and timing of trades for the Fund and other accounts, and may be able to predict the market impact of Fund trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund, or vice versa.

The firm provides investment supervisory services for a number of investment products that have varying investment guidelines. The same portfolio management team works across all investment products. Differences in the compensation structures of investment products may give rise to a conflict of interest by creating an incentive to allocate the investment opportunities it believes might be the most profitable to the client accounts where it might benefit the most from the investment gains.

EAM

EAM manages a portion of AP – Small Cap Equity Fund. EAM is located at 2533 South Coast highway 101, Suite 240, Cardiff-by-the-Sea, California 92007. Prior to June 13, 2011, the firm was named Eudaimonia Asset Management, LLC. EAM employees/members own approximately 56% of EAM and Bryon C. Roth, through a majority ownership of CR Financial Holdings, Inc., indirectly owns the remaining 44% interest in the firm.

EAM Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the EAM portfolio manager responsible for the portion of the Fund allocated to EAM is:


Portfolio Manager		Fund
Montie L. Weisenberger		AP – Small Cap Equity Fund

Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the EAM portfolio manager managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Small Cap Equity Fund	Montie L. Weisenberger	4 other accounts	$14 million	None	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. The portfolio manager’s compensation is comprised of a base salary, a revenue allocation and firm profit allocation. The salary is in-line with industry specific benchmarks. The revenue allocation is based on firm-wide revenue while the profit allocation is based on firm-wide profitability. There is no direct linkage between performance and compensation, however, there is an indirect linkage as superior performance tends to attract and retain assets and consequently increase revenues and profitability.

EAM Portfolio Manager Conflicts of Interest. The portfolio manager is responsible for managing other accounts invested in the same strategy as the Fund. These other accounts include separately managed accounts for pension funds. In addition, other EAM portfolio managers manage accounts which have similar investment strategies and may invest in some of the same securities as the Fund.

From time to time, potential conflicts of interest may arise between the portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. For example, an investment opportunity may be suitable for both the Fund and other accounts, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, EAM or the portfolio managers may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances when the Fund will not participate in a transaction that is allocated among other accounts or that may not be allocated the full amount of the securities sought to be traded. Another potential conflict may arise when a portfolio manager may have an incentive to allocate opportunities to an account where EAM and the portfolio manager have a greater financial incentive, such as a performance fee account.

EAM has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) that seek to address these potential conflicts.

Eaton Vance

Eaton Vance manages a sleeve of AP – Alternative Strategies Fund. Eaton Vance is a Massachusetts business trust and is located at Two International Place, Boston, MA 02110. Eaton Vance, Inc. serves as trustee of Eaton Vance, which is a wholly-owned subsidiary of Eaton Vance Corp. Eaton Vance Corp. through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The directors of Eaton Vance Corp. are Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., Dorothy E. Puhy, Duncan W. Richardson, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All shares of the outstanding voting common stock of Eaton Vance Corp. are deposited in a voting trust, the voting trustees of which are Mr. Faust, Jeffrey P. Beale, Cynthia J. Clemson, Maureen A. Gemma, Brian D. Langstraat, Michael R. Mach, Frederick S. Marius, Thomas M. Metzold, Scott H. Page, Mr. Richardson, Walter A. Row, III, G. West Saltonstall, Judith A. Saryan, David M. Stein, Payson F. Swaffield, Mark S. Venezia, Michael W. Weilheimer, Robert J. Whelan and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates).

Eaton Vance Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the Eaton Vance portfolio managers responsible for the portion of the Fund allocated to Eaton Vance are:


Portfolio Manager		Fund
Mark S. Venezia		AP – Alternative Strategies Fund
John R. Baur		AP – Alternative Strategies Fund
Michael A. Cirami		AP – Alternative Strategies Fund
Eric A. Stein		AP – Alternative Strategies Fund

Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the Eaton Vance portfolio managers managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Alternative Strategies Fund	Mark S. Venezia	12 RICs 3 PIVs	$23.498 billion $1.004 billion	None	None
	John R. Baur	8 RICs 2 PIVs	$17.563 billion $431 million	None	None
	Michael A. Cirami	8 RICs 2 PIVs	$17.654 billion $431 million	None	None
	Eric A. Stein	5 RICs 2 PIVs	$19.126 billion $1 billion	None	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. Compensation of Eaton Vance’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of Eaton Vance Corp.’s nonvoting common stock and restricted shares of Eaton Vance Corp.’s non-voting common stock. Eaton Vance’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to the firm’s employees. Compensation of the firm’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of Eaton Vance Corp.

Eaton Vance compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus relevant benchmark(s) as well as an appropriate peer group. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe ratio. Performance is normally based on periods ending on the September 30 ^th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by the investment adviser’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

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Eaton Vance seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. Eaton Vance participates in investment industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the firm’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

Eaton Vance Portfolio Manager Conflicts of Interest . It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate Eaton Vance based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. Eaton Vance has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

Federated

Federated manages a sleeve of AP – Core Plus Bond Fund. Federated is wholly-owned subsidiary of Federated Investors, Inc. and is located at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779. Federated Advisory Services Company, an affiliate of Federated, provides certain support services to Federated. The fee for these services is paid by Federated and not by AP – Core Plus Bond Fund.

Federated Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the Federated portfolio managers responsible for the portion of the Fund allocated to Federated are:


Portfolio Manager		Fund
Joseph M. Balestrino, CFA		AP – Core Plus Bond Fund
Donald T. Ellenberger		AP – Core Plus Bond Fund

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Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the Federated portfolio managers managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Core Plus Bond Fund	Joseph M. Balestrino, CFA	12 RICs 2 other accounts	$13.4 billion $50.1 million	None	None
	Donald T. Ellenberger	9 RICs 2 PIVs 12 other accounts	$2.4 billion $2.4 billion $1.5 billion	None	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. Each Federated portfolio manager is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the portfolio manager’s experience and performance. The annual incentive amount is determined based primarily on investment product performance (IPP) and, to a lesser extent, financial success, and may be paid entirely in cash, or in a combination of cash and restricted stock of Federated Investors, Inc. The total combined annual incentive opportunity is intended to be competitive in the market for this portfolio manager role.

IPP is measured on a rolling one, three and five calendar year pre-tax gross total return basis vs. a relevant benchmark and vs. a designated peer group of comparable accounts. Performance periods are adjusted if a portfolio manager has been managing an account for less than five years; accounts with less than one year of performance history under a portfolio manager may be excluded. As noted above, the portfolio managers may manage other accounts in addition to the Fund. Such other accounts may have different benchmarks peer groups and IPP weightings. The performance of certain accounts may be excluded when calculating IPP.

The portfolio managers may serve on one or more investment teams that establish guidelines on various performance drivers (e.g., currency, duration, sector, volatility, and/or yield curve) for taxable fixed income products. A portion of their IPP score is based on Federated Investors, Inc.’s senior management’s assessment of team contributions and any other factors as deemed relevant. In his role as Head of the U.S. Investment Grade Bond Group, Mr. Balestrino has oversight responsibility for other portfolios that he does not personally manage. A portion of his IPP score is determined by the investment performance of these other portfolios vs. product specific benchmarks and peer groups.

The financial success category is designed to tie the portfolio manager’s bonus, in part, to Federated Investors, Inc.’s overall financial results. Funding for the financial success category may be determined on a product or asset class basis, as well as on corporate financial results. Senior management determines individual financial success bonuses on a discretionary basis, considering overall contributions and any other factors deemed relevant.

Federated Portfolio Manager Conflicts of Interest . As a general matter, certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them. Other potential conflicts might include conflicts created by specific portfolio

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manager compensation arrangements, and conflicts relating to selection of brokers or dealers to execute fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example, research or “soft dollars”). Federated has adopted policies and procedures and has structured the portfolio managers’ compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.

RS Investments

RS Investments manages a sleeve of AP – Small Cap Equity Fund. RS Investments is Delaware limited liability company located at 388 Market Street, Suite 1700, San Francisco, California 94111. Guardian Investor Services LLC, a wholly-owned subsidiary of The Guardian Life Insurance Company of America, owns a majority of the ownership interest in RS Investments.

RS Investments Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the RS Investments portfolio manager responsible for the portion of the Fund allocated to RS Investments is:


Portfolio Manager		Fund
Jim Callinan		AP – Small Cap Equity Fund

Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the RS Investments portfolio manager managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Small Cap Equity Fund	Jim Callinan	5 PIVs 9 other accounts	$204 million $25 million	1 PIV ($20 million)	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. RS Investments professionals and executives maintain a significant ownership stake in the firm. RS Investments has three separate investment advisory operating divisions (each, a Group), each with separate compensation and bonus structures.

In establishing salaries and bonuses, RS Investments considers information regarding industry compensation levels, which is prepared by a leading consulting firm. RS Investments sets salary and bonus levels by reference to other investment firms investing in similar categories.

In consultation with Terry R. Otton, Chief Executive Officer of RS Investments, the leaders of each Group determine all salaries and bonuses for their respective Groups for the RS funds for each fiscal year end. Salaries are based on industry standards, as described above.

Bonuses are based on a number of factors, including (1) pre-tax investment performance for each account (including the Funds) managed by a portfolio manager compared to a relevant peer group over one-, three- and five-year periods, and (2) experience.

Assets under management do not directly affect any individual’s salary or bonus, although the amount of each Group’s assets under management affect the fee revenue attributable to that Group, which in turn affect the maximum amount of money available for that Group’s aggregate salaries and bonuses.

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Certain portfolio managers also have an equity interest in RS Investments and so participate in overall firm profits, in addition to Group profits.

RS Investments Portfolio Manager Conflicts of Interest . Whenever a portfolio manager of a Fund manages other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Fund and the investment strategies of the other accounts and potential conflicts in the allocation of investment opportunities between the Fund and such other accounts. In addition, in certain instances, a portfolio manager may take conflicting positions in a particular security. For example, a portfolio manager may sell short a security for one account that another account holds long, or may take a long position in a security for one account that the portfolio manager has sold short for another account. RS Investments seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures, including a Code of Ethics, designed to address such conflicts.

RS Investments and each of the portfolio managers attempt to resolve any conflicts in a manner that is generally fair over time to all of their clients. RS Investments may give advice and take action with respect to any of its clients that may differ from advice given or the timing or nature of action taken with respect to any particular account so long as it is RS Investments’ policy, to the extent practicable, to allocate investment opportunities over time on a fair and equitable basis relative to other accounts. It is RS Investments’ policy that, when the amount of securities of a particular issuer available to RS Investments’ client accounts in an initial public offering is insufficient to meet the requirements of each account that will purchase securities in the IPO, RS Investments generally will allocate those securities among those accounts based on the size of each account as of the close of business on the preceding day. It is also RS Investments’ policy that it may aggregate sale and purchase orders of securities for accounts with similar orders being made simultaneously for other clients if, in RS Investments’ reasonable judgment, such aggregation is reasonably likely to result generally in lower per-share brokerage commission costs. In many instances, the purchase or sale of securities for accounts will be effected simultaneously with the purchase or sale of like securities for other accounts. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, each client may be charged or credited, as the case may be, the average transaction price of all securities purchased or sold in such transaction. As a result, however, the price may be less favorable to a client than it would be if similar transactions were not being executed concurrently for other accounts.

TCW

TCW manages a sleeve of AP – Core Plus Bond Fund. TCW, which is located at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017, is a wholly-owned subsidiary of The TCW Group, Inc. Société Générale Asset Management, S.A. may be deemed to be a control person of TCW by reason of its ownership of more than 25% of the outstanding voting stock of The TCW Group, Inc. Société Générale Asset Management, S.A. is a wholly-owned subsidiary of Société Générale, S.A.

TCW Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the TCW portfolio managers responsible for the portion of the Fund allocated to TCW are:


Portfolio Manager		Fund
Tad Rivelle		AP – Core Plus Bond Fund
Stephen M. Kane, CFA		AP – Core Plus Bond Fund
Laird R. Landmann		AP – Core Plus Bond Fund

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Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the TCW portfolio managers managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Core Plus Bond Fund	Tad Rivelle	23 RICs 47 PIVs 191 other accounts	$33.673 billion $8.089 billion $17.963 billion	2 RICs ($195 million) 31 PIVs ($5.922 billion) 7 other accounts ($1.760 billion)	None
	Stephen M. Kane, CFA	24 RICs 49 PIVs 194 other accounts	$30.593 billion $8.103 billion $17.973 billion	2 RICs ($195 million) 31 PIVs ($5.922 billion) 7 other accounts ($1.760 billion)	None
	Laird R. Landmann	22 RICs 47 PIVs 191 other accounts	$30.621 billion $8.089 billion $17.963 billion	1 RIC ($189 million) 31 PIVs ($5.922 billion) 7 other accounts ($1.760 billion)	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. TCW’s overall objective of the compensation program for portfolio managers is to attract what it considers competent and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate are designed to achieve these objectives and to reward the portfolio managers for their contribution to the success of their clients and TCW and its affiliates within the TCW group (TCW Group). Portfolio managers are compensated through a combination of base salary, profit sharing based compensation (profit sharing), bonus and equity incentive participation in TCW’s immediate parent and/or ultimate parent, Société Générale (equity incentives). Profit sharing and equity incentives generally represent most of the portfolio managers’ compensation. In some cases, portfolio managers are eligible for discretionary bonuses.

Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of the portfolio manager’s compensation.

Profit Sharing. Profit sharing is linked quantitatively to a fixed percentage of income relating to accounts in the investment strategy area for which the portfolio managers are responsible and is paid quarterly. Profit sharing may be determined on a gross basis, without the deduction of expenses; in other cases, revenues are allocated to a pool and profit sharing compensation is paid out after the deduction of group expenses. The profit sharing percentage used to compensate a portfolio manager for management of the Fund is generally the same as that used to compensate them for all other client accounts they manage in the same strategy for the TCW Group, with limited exceptions involving grandfathered accounts (accounts that become clients of the TCW Group before or after a specified date or former clients of a manager that joined the TCW Group from another firm), firm capital of the TCW Group or accounts sourced through a distinct distribution channel. Income included in a profit sharing pool will relate to the products managed by the portfolio manager. In some cases, the pool includes revenues related to more than one equity or fixed income product where the portfolio managers work together as a team, in which case each participant in the pool is entitled to profit sharing derived from all the included products. In certain cases, a portfolio manager may also participate in a profit sharing pool that includes revenues from products besides the strategy offered in the Fund, including alternative investment products (as described below); the portfolio manger would be entitled to participate in such pool where he or she supervises, is involved in the management of, or is associated with a group, other members of which manage, such products. Profit sharing arrangements are generally the result of agreement between the portfolio manager and the TCW Group, although in some cases they may be discretionary based on supervisor allocation.

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In some cases, the profit sharing percentage is subject to increase based on the relative pre-tax performance of the investment strategy composite returns, net of fees and expenses, to that of the benchmark. The measurement of performance relative to the benchmark can be based on single year or multiple year metrics, or a combination thereof. The benchmark used is the one associated with the Fund managed by the portfolio manager as disclosed in the prospectus. Benchmarks vary from strategy to strategy but, within a given strategy, the same benchmark applies to all accounts, including the Fund.

Certain accounts of the TCW Group (but not the Fund) have a performance (or incentive) fee in addition to or in lieu of an asset-based fee. For these accounts, the profit sharing pool from which the portfolio managers’ profit sharing compensation is paid will include the performance fees. For investment strategies investing in marketable securities such as those employed in the Fund, the performance fee normally consists of an increased asset-based fee, the increased percentage of which is tied to the performance of the account relative to a benchmark (usually the benchmark associated with the strategy). In these marketable securities strategies, the profit sharing percentage applied relative to performance fees is generally the same as it is for the asset-based fees chargeable to the Fund. In the case of alternative investment strategies, performance fees are based on the account achieving net gains over a specified rate of return to the account or to a class of securities in the account. Profit sharing for alternative investment strategies may also include structuring or transaction fees. For these purposes, “alternative investment strategies” include (a) mezzanine or other forms of privately placed financing, distressed investing, private equity, project finance, real estate investments, leveraged strategies (including short sales) and other similar strategies not employed by the Fund or (b) strategies employed by the Funds that are offered in structured vehicles, such as collateralized loan obligations or collateralized debt obligations or in private funds (sometimes referred to as hedge funds). In the case of certain alternative investment products in which a portfolio manager may be entitled to profit sharing compensation, the profit sharing percentage for performance fees may be lower or higher than the percentage applicable to the asset-based fees.

Discretionary Bonus/Guaranteed Minimums. In general, portfolio managers do not receive discretionary bonuses. However, in some cases bonuses may be paid on a discretionary bonus out of a departmental profit sharing pool, as determined by the supervisor(s) in the department. In other cases, where portfolio managers do not receive profit sharing or where the company has determined the combination of salary and profit sharing does not adequately compensate the portfolio manager, discretionary bonuses may be paid by the TCW Group. Also, pursuant to contractual arrangements, some portfolio managers may be entitled to a mandatory bonus if the sum of their salary and profit sharing does not meet certain minimum thresholds.

Equity Incentives. Many portfolio managers participate in equity incentives based on overall firm performance of the TCW Group and its affiliates, through stock ownership or participation in stock option or stock appreciation plans of the TCW Group and/or Société Générale. The TCW 2005 TCW Stock Option Plan provides eligible portfolio managers the opportunity to participate in an effective economic interest in the TCW Group, the value of which is tied to TCW’s annual financial performance as a whole. Participation is generally determined in the discretion of the TCW Group, taking into account factors relevant to the portfolio manager’s contribution to the success of the TCW Group. Portfolio managers participating in the TCW 2005 TCW Stock Option Plan also generally participate in Société Générale’s stock option plan which grants options on its common stock, the value of which may be realized after certain vesting requirements are met. The TCW 2005 Stock Option Plan has been closed for new issuances and TCW is in the process of establishing a new equity-based plan in which portfolio managers will have an opportunity to participate. In connection with TCW’s acquisition of Metropolitan West Asset Management LLC in 2010, a retention award plan was established pursuant to which certain portfolio managers in the fixed income area will be entitled to awards in the form of cash and/or TCW stock, either on a contractually-determined basis or on a discretionary basis. Also, in connection with this acquisition, certain portfolio managers will receive TCW stock as part of a contingent deferred purchase price. Some portfolio managers are direct stockholders of Société Générale, as well.

Other Plans and Compensation Vehicles. Portfolio managers may also participate in a deferred compensation plan that is generally available to a wide-range of officers of the TCW Group, the purpose of

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which is to allow the participant to defer portions of income to a later date while accruing earnings on a tax-deferred basis based on performance of the TCW Group-managed products selected by the participant. Portfolio managers may also elect to participate in the TCW Group’s 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis.

TCW Portfolio Manager Conflicts of Interest. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or TCW has a greater financial incentive, such as a performance fee account or where an account or fund managed by a portfolio manager has a higher fee sharing percentage than the portfolio manager’s fee sharing percentage with respect to the Fund. TCW has adopted policies and procedures reasonably designed to address these types of conflicts and TCW believes its policies and procedures serve to operate in a manner that is fair and equitable among its clients, including the Fund.

Wasatch

Wasatch manages a portion of AP – Alternative Strategies Fund. Wasatch, which is located at 150 Social Hall Avenue, 4 ^th Floor, Salt Lake City, Utah 84111, is a wholly-owned subsidiary of WA Holdings, Inc., which is 100% owned by the employees of Wasatch.

Wasatch Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the Wasatch portfolio managers responsible for the portion of the Fund allocated to Wasatch are:


Portfolio Manager		Fund
Michael L. Shinnick		AP – Alternative Strategies Fund
Ralph C. Shive, CFA		AP – Alternative Strategies Fund

Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the Watash portfolio managers managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Alternative Strategies Fund	Michael L. Shinnick	1 RIC 25 other accounts	$1.6 billion $481 million	None	None
	Ralph C. Shive, CFA	1 RIC 25 other accounts	$1.6 billion $481.8 million	None	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. As of December 31, 2011, the Wasatch’s Compensation Committee and Executive Committee reviewed and determined its portfolio managers’ compensation. The committees may use independent third party investment industry compensation survey results in evaluating competitive market compensation for its investment professionals. The committees may also consult with professional industry recruiters. The elements of total compensation for the portfolio managers are base salary, performance-based bonus, profit sharing and other benefits. Portfolio managers who are also shareholders of Wasatch additionally receive quarterly dividends. Wasatch has balanced the components of pay to provide portfolio managers with an

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incentive to focus on both shorter and longer term performance. By design, portfolio manager compensation levels fluctuate – both up and down – with the relative investment performance of the Funds that they manage.

Each portfolio manager is paid a base salary, a potential bonus based on performance, potential deferred bonus grants based on performance, and possibly stock dividends.

Base Salary – Each portfolio manager is paid a fixed based salary depending upon their tenure.

Performance Bonus – A large portion of a portfolio manager’s potential compensation is in the form of performance bonus. At the end of each year, the Board of Directors will allocate a bonus pool that will loosely mirror firm profits net of stock buybacks and deferred compensation payouts. The majority of this bonus pool will be allocated to portfolio managers based on the 1, 3- and 5-year performance of their portfolios, which will reward them with significant economics for achieving top quartile performance over both the short and long term.

Portfolio managers and research analysts are not paid a “commission” for the solicitation or acquisition of new clients or the retention of existing clients. However, the amount of revenue generated by each product is overlaid on performance to determine the size of each portfolio manager’s bonus (e.g. if performance were equal, a portfolio manager on a higher revenue product would receive a larger bonus than one on a smaller revenue product).

For portfolio managers who manage separate accounts and mutual funds as well, they have bonus components calculated based on the performance of each individual product relative to its peer group. Revenue is again used as an element in converting performance results into the bonus amount.

Portfolio Managers are also rewarded for their stock selection contributions to other products and their impact on the overall success of the research team. This incentive is consistent with the Advisor’s collaborative team-based approach to portfolio management.

Deferred Bonus Grants – Portfolio managers are also eligible for deferred bonus grants, which are payable in six years from the date of the grant, with their value directly tied to the Wasatch’s revenues. Each portfolio managers’ grant size will be based on individual performance factors similar to those used to determine the annual performance bonus.

Stock/Dividends – All of the portfolio managers are shareholders of the Wasatch. The relative amount of stock owned by each portfolio manager is at the discretion of the Advisor’s Board and will evolve over time, with bigger long-term contributors holding higher levels of ownership. New portfolio manager stock grants typically vest over a five-year period, with the vesting dependent on the performance of the fund(s) managed by the portfolio manager.

It is possible that certain profits of Wasatch could be paid out to shareholders through a stock dividend. However, there are no current plans or expectations for such a dividend.

Other Benefits – Portfolio managers are also eligible to participate in broad-based benefit plans offered generally to Wasatch’s full-time employees, including 401(k), health and other employee benefit plans.

Wasatch Portfolio Manager Conflicts of Interest . There may be certain inherent conflicts of interest that arise in connection with a portfolio manager’s management of the Fund’s investments and the investments of any other fund or client accounts Wasatch or the respective portfolio managers also manages, including Cross Creek Capital, L.P., a pooled investment vehicle whose general partner is an indirect wholly-owned subsidiary of Wasatch and may receive a performance based fee from Cross Creek, L.P. Such conflicts include allocation of investment opportunities among the Fund and other accounts managed by Wasatch or the portfolio manager; the aggregation of purchase and sale orders believed to be in the best interest of more than one account managed by Wasatch or the portfolio manager and the allocation of such orders across such accounts; and any soft dollar arrangements that Wasatch may have in place that could benefit the Fund and/or other accounts. Additionally, some funds or accounts managed by a portfolio manager may have different fee structures, including performance fees, which are, or have the potential to be, higher or lower than the fees paid by another fund or account. To minimize the effects of these inherent conflicts of interest, Wasatch has adopted and implemented policies and procedures, including trade aggregation and allocation procedures, that it believes are reasonably

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designed to mitigate the potential conflicts associated with managing portfolios for multiple clients, including the Funds, and seeks to ensure that no one client is intentionally favored at the expense of another.

Water Island

Water Island manages a portion of AP – Alternative Strategies Fund. Water Island is located at 41 Madison Avenue, 42 ^nd Floor, New York, New York 10010. John S. Orrico, President of Water Island, controls Water Island.

Water Island Portfolio Managers. As described in the Management of the Fund – Primary Service Providers section of the Fund’s prospectus, the Water Island portfolio managers responsible for the portion of the Fund allocated to Water Island are:


Portfolio Manager		Fund
John S. Orrico, CFA		AP – Alternative Strategies Fund
Gregory Loprete		AP – Alternative Strategies Fund
Todd W. Munn		AP – Alternative Strategies Fund
Roger P. Foltynowicz		AP – Alternative Strategies Fund

Other Accounts Managed. The following table provides information about the number and assets of other investment accounts (or portions of investment accounts) that the Water Island portfolio managers managed, as of January 31, 2012:


		Other Accounts Managed (excluding the Fund)
Fund	Portfolio Manager	Number and Type of Account*	Approximate Total Net Assets	Performance Based Accounts	Dollar Range of Equity Securities in the Fund Beneficially Owned
AP – Alternative Strategies Fund	John S. Orrico, CFA	4 RICs 1 PIV	$3.020 billion $4.5 million	1 PIV ($4.5 million)	None
	Gregory Loprete	4 RICs 1 PIV	$3.020 billion $4.5 million	1 PIV ($4.5 million)	None
	Todd W. Munn	4 RICs 1 PIV	$3.020 billion $4.5 million	1 PIV ($4.5 million)	None
	Roger P. Foltynowicz	4 RICs 1 PIV	$3.020 billion $4.5 million	1 PIV ($4.5 million)	None

*	RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Portfolio Manager Compensation. The portfolio managers are compensated in various forms. The following table outlines the forms of compensation paid to the portfolio managers as of May 31, 2011.


Form of Compensation	Source of Compensation	Method Used to Determine Compensation
Salary/Bonus (paid in cash)	Water Island	Each portfolio manager receives compensation that is a combination of salary and a bonus based on the profitability of Water Island.

Water Island Portfolio Manager Conflicts of Interest . The fact that the portfolio managers serve as both portfolio managers of the Fund and the other account creates the potential for conflicts of interest. However, Water Island does not believe that their overlapping responsibilities or the various elements of their compensation present any material conflict of interest for the following reasons:

•

the Fund and the other account are similarly managed;

•

Water Island follows strict and detailed written allocation procedures designed to allocate securities purchases and sales between the Funds and the other account in a fair and equitable manner;

109

•

Water Island has adopted policies limiting the ability of the portfolio managers to cross trade securities between the Fund and other accounts; and

•

all allocations are subject to review by Water Island’s chief compliance officer.

The Administrator

Columbia Management Investment Advisers, LLC (which is also the Investment Manager) serves as Administrator of the Funds.

Services Provided

Pursuant to the terms of the Administrative Services Agreement, the Administrator has agreed to provide all of the services necessary for, or appropriate to, the business and effective operation of each Fund that are not (a) provided by employees or other agents engaged by each Fund or (b) required to be provided by any person pursuant to any other agreement or arrangement with each Fund.

Administration Fee Rates Paid by the Funds

The Administrator receives fees as compensation for its services, which are computed daily and paid monthly, as set forth in the Administrative Services Agreement, and as shown in the section entitled Primary Service Providers – The Administrator in each Fund’s prospectuses.

For U.S. Treasury Index Fund, pursuant to the Administrative Services Agreement, the Administrator, from the administration fee it receives from the Fund, pays all operating expenses of the Fund, except the fees and expenses of the Trustees who are not interested persons of the Administrator or its affiliates, brokerage fees and commissions, interest on borrowings and such extraordinary, non-recurring expenses as may arise, including litigation expenses. For the purposes of this arrangement, distribution and service fees and advisory fees are not considered operating expenses.

Ultra Short Term Bond Fund does not pay an administration fee under the Administration Services Agreement because payment for such services is included in the Unified Fee.

Administration Fees Paid by the Funds

The Administrator and the Previous Administrator received fees from the Funds for their services as reflected in the following charts, which show administration fees paid to and, as applicable, waived/reimbursed by the Administrator and the Previous Administrator, for the three most recently completed fiscal years, except as otherwise indicated.


Fund	Fiscal Year Ended March 31, 2011				Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Fund	Administrator		Previous Administrator		Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Bond Fund
Administration Fee Paid	$	991,121	$	76,515	$	754,748	$	678,588
Amount Reimbursed		—		—		—	$	209,350
Amount Waived		—		—		—		—
Corporate Income Fund
Administration Fee Paid	$	632,598	$	58,423	$	675,315	$	675,654
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Emerging Markets Fund
Administration Fee Paid	$	754,797	$	67,288	$	615,027	$	1,001,669
Amount Reimbursed		—		—		—	$	251,476
Amount Waived		—		—		—		—

110


Fund	Fiscal Year Ended March 31, 2011				Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Fund	Administrator		Previous Administrator		Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Energy and Natural Resources Fund
Administration Fee Paid	$	1,017,847	$	91,320	$	723,263	$	765,650
Amount Reimbursed		—		—		—	$	254,984
Amount Waived		—		—		—		—
Intermediate Bond Fund
Administration Fee Paid	$	2,894,923	$	273,241	$	3,164,565	$	3,373,301
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Pacific/Asia Fund
Administration Fee Paid	$	91,613	$	6,102	$	16,020	$	85,238
Amount Reimbursed		—		—		—	$	30,445
Amount Waived		—		—		—		—
Select Large Cap Growth Fund
Administration Fee Paid	$	4,538,240	$	290,519	$	2,127,779	$	1,291,853
Amount Reimbursed		—		—		—	$	394,599
Amount Waived		—		—		—		—
Select Small Cap Fund
Administration Fee Paid	$	767,770	$	78,644	$	767,139	$	808,253
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—	$	233,138
U.S. Treasury Index Fund
Administration Fee Paid	$	1,057,810	$	91,084	$	1,122,055	$	1,080,502
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Value and Restructuring Fund
Administration Fee Paid	$	8,730,995	$	901,457	$	9,398,359	$	11,411,391
Amount Reimbursed		—		—		—	$	3,327,593
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Administrator.


Fund	Fiscal Year Ended May 31, 2011		Fiscal Year Ended May 31, 2010				Fiscal Year Ended May 31, 2009*
Fund	Fiscal Year Ended May 31, 2011		Administrator		Previous Administrator		Fiscal Year Ended May 31, 2009*
High Yield Opportunity Fund
Administration Fee Paid		—		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
International Bond Fund
Administration Fee Paid	$	10,565	$	680	$	6,325	$	1,862
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Strategic Income Fund
Administration Fee Paid	$	101,296		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Administrator.

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	Fiscal Year Ended June 30, 2011		Fiscal Year Ended June 30, 2010				Fiscal Year Ended June 30, 2009*
Fund	Fiscal Year Ended June 30, 2011		Administrator		Previous Administrator		Fiscal Year Ended June 30, 2009*
High Yield Municipal Fund
Administration Fee Paid	$	827,759	$	140,597	$	637,176	$	661,657
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Small Cap Value Fund I
Administration Fee Paid	$	240,540		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Administrator.

Fiscal Year Ended
July 31, 2011

Fiscal Year Ended
July 31, 2010*

Fiscal Year Ended
July 31, 2009*†

Fund

Administrator

Previous
Administrator

Ultra Short Term Bond Fund

Administration Fee Paid

—

Amount Reimbursed

—

Amount Waived

—

*	Ultra Short Term Bond Fund commenced operations as of November 23, 2009. All fees shown are the fees paid by the Predecessor Ultra Short Term Bond Fund, a series of Columbia Funds Institutional Trust.

^†	All amounts were paid to or waived/reimbursed by the Previous Administrator.


	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010				Fiscal Year Ended August 31, 2009*
Fund	Fiscal Year Ended August 31, 2011		Administrator		Previous Administrator		Fiscal Year Ended August 31, 2009*
Balanced Fund
Administration Fee Paid	$	258,601		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Greater China Fund
Administration Fee Paid	$	32,162		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Mid Cap Growth Fund
Administration Fee Paid	$	435,624		—		—		—
Amount Reimbursed				—		—		—
Amount Waived				—		—		—
Oregon Intermediate Municipal Bond Fund
Administration Fee Paid	$	51,335		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Small Cap Growth Fund I
Administration Fee Paid	$	499,433		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—

112


	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010				Fiscal Year Ended August 31, 2009*
Fund	Fiscal Year Ended August 31, 2011		Administrator		Previous Administrator		Fiscal Year Ended August 31, 2009*
Strategic Investor Fund
Administration Fee Paid		$901,359		$382,478		$810,252	$	1,058,644
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Technology Fund
Administration Fee Paid		—		—		—		—
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Administrator.


	Fiscal Year Ended September 30, 2011		Fiscal Year Ended September 30, 2010				Fiscal Year Ended September 30, 2009*
Fund	Fiscal Year Ended September 30, 2011		Administrator		Previous Administrator		Fiscal Year Ended September 30, 2009*
Contrarian Core Fund
Administration Fee Paid	$	652,775	$	154,593	$	184,969	$	201,987
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Dividend Income Fund
Administration Fee Paid	$	2,133,693	$	646,899	$	782,621	$	836,788
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Large Cap Growth Fund
Administration Fee Paid	$	1,099,242	$	252,993	$	383,524	$	555,279
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
Small Cap Core Fund
Administration Fee Paid	$	563,842	$	170,200	$	224,996	$	302,523
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—

*	All amounts were paid to or waived/reimbursed by the Previous Administrator.

Fiscal Year Ended
October 31, 2010

Fiscal Year Ended
October 31, 2009*

Fund

Fiscal Year Ended
October 31, 2011

Administrator

Previous
Administrator

CA Tax-Exempt Fund

Administration Fee Paid

204,533

N/A

Amount Reimbursed

—

N/A

Amount Waived

—

N/A

CT Intermediate Municipal Bond Fund

Administration Fee Paid

152,251

84,125

81,058

152,420

Amount Reimbursed

—

Amount Waived

—

CT Tax-Exempt Fund

Administration Fee Paid

40,619

N/A

Amount Reimbursed

—

N/A

Amount Waived

—

N/A

113


			Fiscal Year Ended October 31, 2010				Fiscal Year Ended October 31, 2009*
Fund	Fiscal Year Ended October 31, 2011		Administrator		Previous Administrator		Fiscal Year Ended October 31, 2009*
Intermediate Municipal Bond Fund
Administration Fee Paid	$	1,527,709	$	844,085	$	832,258	$	1,638,608
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
MA Intermediate Municipal Bond Fund
Administration Fee Paid	$	241,327	$	123,624	$	117,887	$	224,799
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
MA Tax-Exempt Fund
Administration Fee Paid	$	56,372		N/A		N/A		N/A
Amount Reimbursed		—		N/A		N/A		N/A
Amount Waived		—		N/A		N/A		N/A
NY Intermediate Municipal Bond Fund
Administration Fee Paid	$	207,519	$	109,072	$	106,504	$	202,097
Amount Reimbursed		—		—		—		—
Amount Waived		—		—		—		—
NY Tax-Exempt Fund
Administration Fee Paid	$	63,589		N/A		N/A		N/A
Amount Reimbursed		—		N/A		N/A		N/A
Amount Waived		—		N/A		N/A		N/A

*	All amounts were paid to or waived/reimbursed by the Previous Administrator.

Fiscal Year Ended
November 30, 2010

Fiscal Year Ended
November 30, 2009

Fiscal Year Ended
November 30, 2008

Fund

Administrator

Previous
Administrator

Tax-Exempt Fund

Administration Fee Paid

—

Amount Reimbursed

—

Amount Waived

—

Fund

Fiscal Year Ended
December 31, 2010

Fiscal Period Ended
December 31, 2009*

Fiscal Year Ended
August 21, 2009*

Fiscal Year Ended
August 31, 2008*

Administrator

Previous
Administrator

Real Estate Equity Fund

Advisory Fee Paid

—

Amount Reimbursed

—

Amount Waived

—

*	All amounts were paid to or waived/reimbursed by the Previous Administrator.

Pricing and Bookkeeping Services

Prior to August 8, 2011, State Street provided certain pricing and bookkeeping services to the Funds. The Administrator was responsible for overseeing the performance of these services and for certain other services.

114

Services Provided

Effective December 15, 2006, the Trust entered into a Financial Reporting Services Agreement with State Street and the Previous Adviser (the Financial Reporting Services Agreement) pursuant to which State Street provided financial reporting services to the Funds. Also effective December 15, 2006, the Trust entered into an Accounting Services Agreement with State Street and the Previous Adviser (collectively with the Financial Reporting Services Agreement, the State Street Agreements) pursuant to which State Street provided accounting services to the Funds. Effective May 1, 2010, the State Street Agreements were amended to, among other things, assign and delegate the Previous Adviser’s rights and obligations under the State Street Agreements to the Administrator. Under the State Street Agreements, each Fund (other than Ultra Short Term Bond Fund) paid State Street an annual fee of $38,000 paid monthly plus an additional monthly fee based on an annualized percentage rate of average daily net assets of the Fund for the month. The aggregate fee for a Fund during any year did not exceed $140,000 annually (exclusive of out-of-pocket expenses and charges). Each Fund (other than Ultra Short Term Bond Fund) also reimbursed State Street for certain out-of-pocket expenses and charges. Ultra Short Term Bond Fund did not pay any separate fees for services rendered under the State Street Agreements; the fees for pricing and bookkeeping services incurred by Ultra Short Term Bond Fund were paid by the Investment Manager as part of the Unified Fee. The State Street Agreements were terminated on August 8, 2011.

From December 15, 2006 through May 1, 2010, the Trust was party to a Pricing and Bookkeeping Oversight and Services Agreement (the Services Agreement) with the Previous Adviser. Under the Services Agreement, the Previous Adviser provided services related to Fund expenses and the requirements of the Sarbanes-Oxley Act of 2002, and provided oversight of the accounting and financial reporting services provided by State Street. Under the Services Agreement, each Fund reimbursed the Previous Adviser for out-of-pocket expenses and charges, including fees payable to third parties, such as for pricing the Funds’ portfolio securities, incurred by the Previous Adviser in the performance of services under the Services Agreement. Prior to January 1, 2008, the Funds also reimbursed the Previous Adviser for accounting oversight services and services related to Fund expenses and the requirements of the Sarbanes-Oxley Act of 2002. Effective May 1, 2010, the services previously provided by the Previous Adviser under the Services Agreement began to be provided by the Administrator under the Administrative Services Agreement, and the Services Agreement was terminated. Under the Administrative Services Agreement, fees for pricing and bookkeeping services incurred by U.S. Treasury Index Fund were paid by the Administrator.

Prior to December 15, 2006, the Previous Adviser was responsible for providing pricing and bookkeeping services, to the Funds operating at the time, under a pricing and bookkeeping agreement and was entitled to receive an annual fee at the same rate described above under the State Street Agreements. Under separate agreements between the Previous Adviser and State Street, the Previous Adviser delegated certain functions to State Street. As a result of the delegation, the total fees payable under the pricing and bookkeeping agreement (other than certain reimbursements paid to the Previous Adviser and discussed below) were paid to State Street. The Funds also reimbursed the Previous Adviser for out-of-pocket expenses and charges, including fees payable to third parties for pricing the Funds’ portfolio securities and direct internal costs incurred by the Previous Adviser in connection with providing fund accounting oversight and monitoring and certain other services.

Pricing and Bookkeeping Fees Paid by the Funds

The Previous Adviser and State Street received fees from the Funds for their services as reflected in the following charts, which show the net pricing and bookkeeping fees paid to State Street and to the Previous Adviser, as applicable, for the three most recently completed fiscal years, except as otherwise indicated. Effective during 2011, these services began to be provided under the Administrative Services Agreement.

115


Fund	Fiscal Year Ended March 31, 2011		Fiscal Year Ended March 31, 2010		Fiscal Year Ended March 31, 2009
Bond Fund
Amount Paid to State Street	$	165,521	$	149,216	$	129,842
Corporate Income Fund
Amount Paid to State Street	$	160,650	$	158,268	$	156,839
Emerging Markets Fund
Amount Paid to State Street	$	112,330	$	103,288	$	117,814
Energy and Natural Resources Fund
Amount Paid to State Street	$	140,428	$	123,403	$	116,154
Intermediate Bond Fund
Amount Paid to State Street	$	191,945	$	189,677	$	188,898
Pacific/Asia Fund
Amount Paid to State Street	$	57,651	$	53,504	$	57,548
Select Large Cap Growth Fund
Amount Paid to State Street	$	140,717	$	140,511	$	140,065
Select Small Cap Fund
Amount Paid to State Street	$	123,468		$115,064		$117,550
U.S. Treasury Index Fund*
Amount Paid to State Street		—		—		—
Value and Restructuring Fund
Amount Paid to State Street	$	144,761	$	143,767	$	143,296

*	Under the Administrative Services Agreement, fees for pricing and bookkeeping services incurred by U.S. Treasury Index Fund were paid by the Administrator.


Fund	Fiscal Year Ended May 31, 2011		Fiscal Year Ended May 31, 2010		Fiscal Year Ended May 31, 2009
High Yield Opportunity Fund
Amount Paid to State Street	$	111,434	$	113,154	$	96,616
International Bond Fund
Amount Paid to State Street	$	50,767	$	46,735	$	26,617
Strategic Income Fund
Amount Paid to State Street	$	181,794	$	193,287	$	181,682


Fund	Fiscal Year Ended June 30, 2011		Fiscal Year Ended June 30, 2010		Fiscal Year Ended June 30, 2009
High Yield Municipal Fund
Amount Paid to State Street	$	166,025	$	192,931	$	180,290
Small Cap Value Fund I
Amount Paid to State Street	$	107,487	$	146,364	$	145,161

Fund

Fiscal Year Ended
July 31, 2011

Fiscal Year Ended
July 31, 2010

Fiscal Year Ended
July 31, 2009

Ultra Short Term Bond Fund

Amount Paid to State Street

—


Fund	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010		Fiscal Year Ended August 31, 2009
Balanced Fund
Amount Paid to State Street	$	61,783	$	97,492	$	80,304
Greater China Fund
Amount Paid to State Street	$	78,553	$	86,509	$	73,816
Mid Cap Growth Fund
Amount Paid to State Street	$	81,856	$	145,095	$	145,117

116


Fund	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010		Fiscal Year Ended August 31, 2009
Oregon Intermediate Municipal Bond Fund
Amount Paid to State Street	$	100,389	$	146,534	$	128,479
Small Cap Growth Fund I
Amount Paid to State Street	$	117,915	$	145,808	$	97,227
Strategic Investor Fund
Amount Paid to State Street	$	124,817	$	147,864	$	143,423
Technology Fund
Amount Paid to State Street	$	45,971	$	84,839	$	77,395


Fund	Fiscal Year Ended September 30, 2011		Fiscal Year Ended September 30, 2010		Fiscal Year Ended September 30, 2009
Contrarian Core Fund
Amount Paid to State Street	$	55,983	$	115,837	$	83,251
Dividend Income Fund
Amount Paid to State Street	$	108,964	$	141,503	$	141,429
Large Cap Growth Fund
Amount Paid to State Street	$	68,328	$	141,553	$	141,538
Small Cap Core Fund
Amount Paid to State Street	$	108,034	$	130,787	$	104,080


Fund	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010		Fiscal Year Ended October 31, 2009
CA Tax-Exempt Fund
Amount Paid to State Street	$	61,310	$	119,982	$	124,648
CT Intermediate Municipal Bond Fund
Amount Paid to State Street	$	47,163	$	94,726	$	92,354
CT Tax-Exempt Fund
Amount Paid to State Street	$	32,812	$	62,330	$	61,643
Intermediate Municipal Bond Fund
Amount Paid to State Street	$	107,575	$	202,351	$	225,008
MA Intermediate Municipal Bond Fund
Amount Paid to State Street	$	61,320	$	114,829	$	110,446
MA Tax-Exempt Fund
Amount Paid to State Street	$	36,635	$	68,202	$	67,579
NY Intermediate Municipal Bond Fund
Amount Paid to State Street	$	56,864	$	107,342	$	105,046
NY Tax-Exempt Fund
Amount Paid to State Street	$	30,397	$	56,620	$	56,413


Fund	Fiscal Year Ended November 30, 2010		Fiscal Year Ended November 30, 2009		Fiscal Year Ended November 30, 2008
Tax-Exempt Fund
Amount Paid to Previous Adviser		—		—	$	771
Amount Paid to State Street	$	196,542	$	202,126	$	208,452


Fund	Fiscal Year Ended December 31, 2010		Fiscal Period Ended December 31, 2009		Fiscal Year Ended August 31, 2009		Fiscal Year Ended August 31, 2008
Real Estate Equity Fund
Amount Paid to Previous Adviser		—		—		—	$	4,673
Amount Paid to State Street	$	94,050	$	27,743	$	74,509	$	84,454

117

The Principal Underwriter/Distributor

Columbia Management Investment Distributors, Inc. (the Distributor) serves as the principal underwriter and distributor for the continuous offering of shares of the Funds pursuant to the Distribution Agreement. The Distribution Agreement obligates the Distributor to use appropriate efforts to find purchasers for the shares of the Funds. The Distributor’s address is: 225 Franklin Street, Boston, MA 02110.

Distribution Obligations

Pursuant to the Distribution Agreement, the Distributor, as agent, sells shares of the Funds on a continuous basis and transmits purchase and redemption orders that it receives to the Trust or the Transfer Agent, or their designated agents. Additionally, the Distributor has agreed to use appropriate efforts to solicit orders for the sale of shares and to undertake advertising and promotion as it believes appropriate in connection with such solicitation. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances those activities which are primarily intended to result in the sale of shares of the Funds, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than existing shareholders, and the printing and mailing of sales literature. The Distributor, however, may be compensated or reimbursed for all or a portion of such expenses to the extent permitted by a Distribution Plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act. See Investment Advisory and Other Services – Distribution and Servicing Plans for more information about the share classes for which the Trust has adopted a Distribution Plan.

See Investment Advisory and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest for more information about conflicts of interest, including those that relate to the Investment Manager and its affiliates.

The Distribution Agreement became effective with respect to each Fund after approval by the Board, and, after an initial two-year period, continues from year to year, provided that such continuation of the Distribution Agreement is specifically approved at least annually by the Board. The Distribution Agreement terminates automatically in the event of its assignment, and is terminable with respect to each Fund at any time without penalty by the Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund) or by the Distributor on 60 days’ written notice.

Underwriting Commissions Paid by the Funds

The Distributor and the Previous Distributor received commissions and other compensation for their services as reflected in the following charts, which show amounts paid to the Distributor and the Previous Distributor, as well as amounts the Distributor and Previous Distributor retained, after paying commissions and other expenses, for the three most recently completed fiscal years, except as otherwise indicated. The Distributor does not charge any fees or commissions to Ultra Short Term Bond Fund or its shareholders for the sale of shares of Ultra Short Term Bond Fund.


Fund	Fiscal Year Ended March 31, 2011		Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Fund	Distributor	Previous Distributor	Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Bond Fund
Amount Paid
Class A shares	$66,056	$5,990	$	87,653	$	23,344
Amount Retained
Class A shares	$9,358**		$	10,847	$	3,032
Class C shares	$1,122**		$	813		—

118


Fund	Fiscal Year Ended March 31, 2011		Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Fund	Distributor	Previous Distributor	Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Corporate Income Fund
Amount Paid
Class A shares	$89,839	$6,640	$	76,987	$	42,265
Amount Retained
Class A shares	$12,826**		$	8,679	$	4,859
Class B shares	$2,559**		$	6,890	$	19,621
Class C shares	$201**		$	1,744	$	1,809
Emerging Markets Fund
Amount Paid
Class A shares	$60,093	$6,426	$	71,380	$	25,581
Amount Retained
Class A shares	$9,645**		$	11,618	$	4,445
Class C shares	$1,767**		$	134	$	356
Energy and Natural Resources Fund
Amount Paid
Class A shares	$225,683	$25,646	$	367,133	$	226,149
Amount Retained
Class A shares	$31,630**		$	55,189	$	37,467
Class C shares	$5,798**		$	4,646	$	5,557
Intermediate Bond Fund
Amount Paid
Class A shares	$93,150	$6,735	$	100,659	$	75,693
Amount Retained
Class A shares	$12,171**		$	9,832	$	9,783
Class B shares	$7,332**		$	20,653	$	67,508
Class C shares	$4,018**		$	3,191	$	13,915
Pacific/Asia Fund
Amount Paid
Class A shares	$10,384	—	$	4,028	$	1,037
Amount Retained
Class A shares	$1,425**		$	576	$	109
Class C shares	—		$	28		—
Select Large Cap Growth Fund
Amount Paid
Class A shares	$216,737	$4,075	$	72,757	$	35,906
Amount Retained
Class A shares	$31,070**		$	11,067	$	22,304
Class C shares	$1,148**		$	1,504	$	1,487
Select Small Cap Fund
Amount Paid
Class A shares	$6,363	$285	$	12,180	$	11,559
Amount Retained
Class A shares	$915**		$	1,693	$	2,385
Class C shares	$328**		$	205	$	2,721

119


Fund	Fiscal Year Ended March 31, 2011		Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
Fund	Distributor	Previous Distributor	Fiscal Year Ended March 31, 2010*		Fiscal Year Ended March 31, 2009*
U.S. Treasury Index Fund
Amount Paid
Class A shares	$23,745	$5,074	$	83,413	$	599,674
Amount Retained
Class A shares	$3,598**		$	9,858	$	68,225
Class B shares	$8,221**		$	20,761	$	19,230
Class C shares	$3,262**		$	45,774	$	36,124
Value and Restructuring Fund
Amount Paid
Class A shares	$122,036	$26,083	$	323,994	$	1,456,148
Amount Retained
Class A shares	$21,306**		$	54,926	$	327,389
Class C shares	$15,522**		$	22,254	$	53,825

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the previous Distributor.


	Fiscal Year Ended May 31, 2011		Fiscal Year Ended May 31, 2010				Fiscal Year Ended May 31, 2009*
Fund	Fiscal Year Ended May 31, 2011		Distributor		Previous Distributor		Fiscal Year Ended May 31, 2009*
High Yield Opportunity Fund
Amount Paid
Class A shares	$	91,601	$	2,214	$	102,312	$	52,757
Amount Retained
Class A shares		$11,550		$12,953**			$	6,397
Class B shares		$ 7,686		$12,197**			$	37,832
Class C shares		$ 150		$1,882**			$	2,372
International Bond Fund
Amount Paid
Class A shares	$	7,778	$	532	$	7,025	$	5
Amount Retained
Class A shares	$	1,205		$ 869**			$	1
Class C shares		—		$ 4**				—
Strategic Income Fund
Amount Paid
Class A shares	$	618,447	$	62,252	$	1,393,488	$	1,484,623
Amount Retained
Class A shares		$ 83,447		$212,105**			$	174,597
Class B shares		$ 71,922		$112,534**			$	254,576
Class C shares		$ 15,383		$ 55,451**			$	38,358

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the Previous Distributor.

120


	Fiscal Year Ended June 30, 2011		Fiscal Year Ended June 30, 2010				Fiscal Year Ended June 30, 2009*
Fund	Fiscal Year Ended June 30, 2011		Distributor		Previous Distributor		Fiscal Year Ended June 30, 2009*
High Yield Municipal Fund
Amount Paid
Class A Shares	$	94,557	$	14,851	$	76,842	$62,416
Amount Retained
Class A Shares	$	86,418		$10,473**			$7,933 (underwriting discount) $33 (CDSC)
Class B Shares	$	5,146		$8,610**			$16,011
Class C Shares	$	2,768		$2,743**			$736
Small Cap Value Fund I
Amount Paid
Class A shares	$	48,755	$	26,259	$	154,679	$253,305
Amount Retained
Class A shares	$	315,838		$28,705**			$40,492 (underwriting discount) $519 (CDSC)
Class B shares	$	19,950		$36,729**			$69,591
Class C shares	$	3,509		$5,331**			$7,107

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the Previous Distributor.


	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010		Fiscal Year Ended August 31, 2009*
Fund	Fiscal Year Ended August 31, 2011		Distributor	Previous Distributor	Fiscal Year Ended August 31, 2009*
Balanced Fund
Amount Paid
Class A shares	$	618,495	$207,936	$337,368	$	134,794
Amount Retained
Class A shares	$	708,040	$81,893**		$	19,807
Class B shares	$	6,935	$10,629**		$	9,543
Class C shares	$	6,750	$7,621**		$	423

Greater China Fund
Amount Paid
Class A shares	$	167,296	$56,938	$249,112	$	320,610
Amount Retained
Class A shares	$	167,330	$43,504**		$	48,045
Class B shares	$	14,795	$33,525**		$	48,758
Class C shares	$	5,229	$15,024**		$	20,840

Oregon Intermediate Municipal Bond Fund
Amount Paid
Class A shares	$	78,801	$27,614	$32,775	$	53,290
Amount Retained
Class A shares	$	78,801	$6,342**		$	5,749
Class B shares	$	1,453	$99**		$	839
Class C shares	$	4,930	$2,134**		$	3,336

121


Fund	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010		Fiscal Year Ended August 31, 2009*
Fund	Fiscal Year Ended August 31, 2011		Distributor	Previous Distributor	Fiscal Year Ended August 31, 2009*
Mid Cap Growth Fund
Amount Paid
Class A shares	$	179,957	$19,121	$32,841	$	51,601
Class T shares	$	64.66	$156	$372	$	917
Amount Retained
Class A Retained	$	180,981	$7,346**		$	7,987
Class B Retained	$	5,021	$4,870**		$	9,579
Class C Retained	$	8,468	$1,021**		$	1,459
Class T Retained	$	17	$61**			—

Small Cap Growth Fund I
Amount Paid
Class A shares	$	111,874	$27,242	$55,837	$	101,052
Amount Retained
Class A shares	$	111,563	$11,901**		$	17,113
Class B shares	$	3,117	$5,690**		$	4,599
Class C shares	$	1,301	$2,854**		$	13,038

Strategic Investor Fund
Amount Paid
Class A shares	$	76,025	$16,138	$42,407	$	76,883
Amount Retained
Class A shares	$	76,548	$8,700**		$	12,250
Class B shares	$	9,175	$29,424**		$	70,039
Class C shares	$	1,209	$2,257**		$	2,303

Technology Fund
Amount Paid
Class A shares	$	109,950	$24,387	$97,189	$	103,563
Amount Retained
Class A shares	$	109,995	$18,007**		$	23,181
Class B shares	$	16,836	$19,027**		$	45,466
Class C shares	$	773	$3,446**		$	14,176

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the Previous Distributor.


Fund	Fiscal Year Ended September 30, 2011		Fiscal Year Ended September 30, 2010				Fiscal Year Ended September 30, 2009*
Fund	Fiscal Year Ended September 30, 2011		Distributor		Previous Distributor		Fiscal Year Ended September 30, 2009*
Contrarian Core Fund
Amount Paid
Class A shares	$	339,489	$	137,976	$	181,656	$	86,071
Class T shares	$	16,898	$	4,739	$	10,074	$	12,088
Amount Retained
Class A shares	$	454,859		$47,600**			$	12,921
Class B shares	$	14,090		$3,157**			$	4,070
Class C shares	$	4,425		$4,090**			$	442
Class T shares	$	11,309		$1,978**			$	1,659

122


Fund	Fiscal Year Ended September 30, 2011		Fiscal Year Ended September 30, 2010				Fiscal Year Ended September 30, 2009*
Fund	Fiscal Year Ended September 30, 2011		Distributor		Previous Distributor		Fiscal Year Ended September 30, 2009*
Dividend Income Fund
Amount Paid
Class A shares	$	2,058,788	$	461,110	$	580,873	$	803,682
Class T shares	$	3,067	$	2,301	$	3,912	$	6,141
Amount Retained
Class A shares	$	2,060,727		$164,846**			$	125,322
Class B shares	$	33,302		$24,617**			$	39,378
Class C shares	$	19,863		$19,053**			$	5,857
Class T shares	$	1,671		$690**			$	930
Large Cap Growth Fund
Amount Paid
Class A shares	$	105,205	$	22,715	$	49,723	$	74,526
Class E shares	$	990	$	126	$	657
Class T shares	$	27,359	$	13,444	$	26,823	$	41,614
Amount Retained
Class A shares	$	389,500		$10,904**			$	18,305
Class B shares	$	32,947		$19,269**			$	33,744
Class C shares	$	1,778		$1,872**			$	2,549
Class E shares	$	833		$686**			$	87
Class F shares		N/A		N/A				N/A
Class T shares	$	16,016		$4,898**			$	5,524

Small Cap Core Fund
Amount Paid
Class A shares	$	162,671	$	48,856	$	76,255	$	65,118
Class T shares	$	9,681	$	3,429	$	7,144	$	10,735
Amount Retained
Class A shares	$	162,736		$2,131**			$	9,774
Class B shares	$	593		$1,251**			$	20,617
Class C shares	$	1,576		—			$	100
Class T shares	$	5,871		—			$	1,442

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the Previous Distributor.


Fund	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010		Fiscal Year Ended October 31, 2009*
Fund	Fiscal Year Ended October 31, 2011		Distributor	Previous Distributor	Fiscal Year Ended October 31, 2009*
CA Tax-Exempt Fund
Amount Paid
Class A Paid	$	85,782	$89,783	$44,249	$	228,370
Amount Retained
Class A Retained	$	102,429	$17,544**		$	101,612
Class B Retained	$	379	$1,225**		$	6,819
Class C Retained	$	1,501	$2,890**		$	11,765

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Fund	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010		Fiscal Year Ended October 31, 2009*
Fund	Fiscal Year Ended October 31, 2011		Distributor	Previous Distributor	Fiscal Year Ended October 31, 2009*
CT Intermediate Municipal Bond Fund
Amount Paid
Class A Paid	$	9,598	$5,855	$3,126	$	20,003
Class T Paid		—	$45	$59	$	166
Amount Retained
Class A Retained	$	9,598	$1,256**		$	18,809
Class B Retained	$	76	$219**		$	4,348
Class C Retained		—	$370**		$	24
Class T Retained		—	$16**		$	22

CT Tax-Exempt Fund
Amount Paid
Class A Paid	$	56,626	$40,637	$24,221	$	81,306
Amount Retained
Class A Retained	$	56,626	$7,682**		$	10,073
Class B Retained	$	1,768	$893**		$	5,835
Class C Retained	$	204	$212**		$	168

Intermediate Municipal Bond Fund
Amount Paid
Class A Paid	$	46,383	$43,435	$41,026	$	73,980
Class T Paid	$	672	$38	$79	$	159
Amount Retained
Class A Retained	$	82,794	$8,703**		$	7,431
Class B Retained	$	1,510	$1,024**		$	3,507
Class C Retained	$	5,457	$2,987**		$	3,169
Class T Retained	$	648	$13**		$	19

MA Intermediate Municipal Bond Fund
Amount Paid
Class A Paid	$	25,139	$9,795	$12,516	$	31,161
Class T Paid	$	811	$2,089	$1,583	$	1,290
Amount Retained
Class A Retained	$	25,139	$4,882**		$	27,552
Class B Retained	$	525	$18**		$	1,002
Class C Retained	$	742	$1,972**		$	1,024
Class T Retained	$	811	$656**		$	192
MA Tax-Exempt Fund
Amount Paid
Class A Paid	$	60,632	$72,268	$44,861	$	81,633
Amount Retained
Class A Retained	$	59,801	$23,256**		$	10,514
Class B Retained	$	109	$3,668**		$	6,014
Class C Retained	$	433	$4,220**		$	742

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Fund	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010		Fiscal Year Ended October 31, 2009*
Fund	Fiscal Year Ended October 31, 2011		Distributor	Previous Distributor	Fiscal Year Ended October 31, 2009*
NY Intermediate Municipal Bond Fund
Amount Paid
Class A Paid	$	33,089	$12,335	$13,731	$	36,174
Class T Paid	$	29	$25	$38	$	131
Amount Retained
Class A Retained	$	33,089	$2,295**		$	3,369
Class B Retained	$	623	$150**		$	1,620
Class C Retained	$	1,414	$5,130**		$	1,018
Class T Retained	$	19	$77**		$	17

NY Tax-Exempt Fund
Amount Paid
Class A Paid	$	76,170	$67,590	$36,017	$	68,365
Amount Retained
Class A Retained	$	83,061	$29,350**		$	8,410
Class B Retained	$	1,002	$3,080**		$	2,394
Class C Retained	$	946	$100**		$	453

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the Previous Distributor.


	Fiscal Year Ended November 30, 2010				Fiscal Year Ended November 30, 2009*		Fiscal Year Ended November 30, 2008*
	Distributor		Previous Distributor		Fiscal Year Ended November 30, 2009*		Fiscal Year Ended November 30, 2008*
Tax-Exempt Fund
Amount Paid
Class A Paid	$	391,049	$	276,186	$	617,256	$	593,487
Amount Retained
Class A Retained		$85,745**			$	75,800	$	105,669
Class B Retained		$5,696**			$	12,162	$	26,632
Class C Retained		$2,737**			$	6,371	$	8,984

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the Previous Distributor.


Fund	Fiscal Year Ended December 31, 2010				Fiscal Period Ended December 31, 2009*		Fiscal Year Ended August 31, 2009*		Fiscal Year Ended August 31, 2008*
Fund	Distributor		Previous Distributor		Fiscal Period Ended December 31, 2009*		Fiscal Year Ended August 31, 2009*		Fiscal Year Ended August 31, 2008*
Real Estate Equity Fund
Amount Paid
Class A shares		$14,895.88		$4,186.53	$	19,596	$	27,222	$	33,423
Amount Retained
Class A shares		$3,047**			$	3,518	$	5,864	$	6,160
Class B shares		$4,665**			$	2,585	$	6,730	$	12,250
Class C shares		$226**			$	431	$	1,207	$	1,701

*	All amounts were paid to or retained by the Previous Distributor.

**	A portion of the amount shown was retained by the Distributor and the Previous Distributor.

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Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest

As described above in the Investment Advisory and Other Services section of this SAI, and in the Management of the Fund – Primary Service Providers section of each Fund’s prospectuses, the Investment Manager, Administrator, Distributor and Transfer Agent, all affiliates of Ameriprise Financial, receive compensation from the Funds for the various services they provide to the Funds. Additional information as to the specific terms regarding such compensation is set forth in these affiliated service providers’ contracts with the Funds, each of which typically is included as an exhibit to Part C of each Fund’s registration statement.

In many instances, the compensation paid to the Investment Manager and other Ameriprise Financial affiliates for the services they provide to the Funds is based, in some manner, on the size of the Funds’ assets under management. As the size of the Funds’ assets under management grows, so does the amount of compensation paid to the Investment Manager and other Ameriprise Financial affiliates for providing services to the Funds. This relationship between Fund assets and affiliated service provider compensation may create economic and other conflicts of interests of which Fund investors should be aware. These potential conflicts of interest, as well as additional ones, are discussed in detail below and also are addressed in other disclosure materials, including the Funds’ prospectuses. These conflicts of interest also are highlighted in account documentation and other disclosure materials of Ameriprise Financial affiliates that make available or offer the Columbia Funds as investments in connection with their respective products and services. In addition, Part 1A of the Investment Manager’s Form ADV, which it must file with the SEC as an investment adviser registered under the Investment Advisers Act of 1940, provides information about the Investment Manager’s business, assets under management, affiliates and potential conflicts of interest. Part 1A of the Investment Manager’s Form ADV is available online through the SEC’s website at www.adviserinfo.sec.gov.

Additional actual or potential conflicts of interest and certain investment activity limitations that could affect the Funds may arise from the financial services activities of Ameriprise Financial and its affiliates, including, for example, the investment advisory/management services provided for clients and customers other than the Funds. In this regard, Ameriprise Financial is a major financial services company. Ameriprise Financial and its affiliates are engaged in a wide range of financial activities beyond the mutual fund-related activities of the Investment Manager, including, among others, broker-dealer (sales and trading), asset management, insurance and other financial activities. The broad range of financial services activities of Ameriprise Financial and its affiliates may involve multiple advisory, transactional, lending, financial and other interests in securities and other instruments, and in companies, that may be bought, sold or held by the Funds. The following describes certain actual and potential conflicts of interest that may be presented.

Actual and Potential Conflicts of Interest Related to the Investment Advisory/Management Activities of Ameriprise Financial and its Affiliates in Connection With Other Advised/Managed Funds and Accounts

The Investment Manager and other affiliates of Ameriprise Financial may advise or manage funds and accounts other than the Funds. In this regard, Ameriprise Financial and its affiliates may provide investment advisory/management and other services to other advised/managed funds and accounts that are similar to those provided to the Funds. The Investment Manager and Ameriprise Financial’s other investment adviser affiliates (including, for example, Columbia Wanger Asset Management, LLC) will give advice to and make decisions for all advised/managed funds and accounts, including the Funds, as they believe to be in that fund’s and/or account’s best interests, consistent with their fiduciary duties. The Funds and the other advised/managed funds and accounts of Ameriprise Financial and its affiliates are separately and potentially divergently managed, and there is no assurance that any investment advice Ameriprise Financial and its affiliates give to other advised/managed funds and accounts will also be given simultaneously or otherwise to the Funds.

A variety of other actual and potential conflicts of interest may arise from the advisory relationships of the Investment Manager and other Ameriprise Financial affiliates with other clients and customers. Advice given to

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the Funds and/or investment decisions made for the Funds by the Investment Manager or other Ameriprise Financial affiliates may differ from, or may conflict with, advice given to and/or investment decisions made for other advised/managed funds and accounts. As a result, the performance of the Funds may differ from the performance of other funds or accounts advised/managed by the Investment Manager or other Ameriprise Financial affiliates. Similarly, a position taken by Ameriprise Financial and its affiliates, including the Investment Manager, on behalf of other funds or accounts may be contrary to a position taken on behalf of the Funds. Moreover, Ameriprise Financial and its affiliates, including the Investment Manager, may take a position on behalf of other advised/managed funds and accounts, or for their own proprietary accounts, that is adverse to companies or other issuers in which the Funds are invested. For example, the Funds may hold equity securities of a company while another advised/managed fund or account may hold debt securities of the same company. If the portfolio company were to experience financial difficulties, it might be in the best interest of the Funds for the company to reorganize while the interests of the other advised/managed fund or account might be better served by the liquidation of the company. This type of conflict of interest could arise as the result of circumstances that cannot be generally foreseen within the broad range of investment advisory/management activities in which Ameriprise Financial and its affiliates engage.

Investment transactions made on behalf of other funds or accounts advised/managed by the Investment Manager or other Ameriprise Financial affiliates also may have a negative effect on the value, price or investment strategies of the Funds. For example, this could occur if another advised/managed fund or account implements an investment decision ahead of, or at the same time as, the Funds and causes the Funds to experience less favorable trading results than they otherwise would have experienced based on market liquidity factors. In addition, the other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates, including the other Columbia Funds, may have the same or very similar investment objective and strategies as the Funds. In this situation, the allocation of, and competition for, investment opportunities among the Funds and other funds and/or accounts advised/managed by the Investment Manager or other Ameriprise Financial affiliates may create conflicts of interest especially where, for example, limited investment availability is involved. The Investment Manager has adopted policies and procedures addressing the allocation of investment opportunities among the Funds and other funds and accounts advised by the Investment Manager and other affiliates of Ameriprise Financial. For more information, see Investment Advisory and Other Services – The Investment Manager and Investment Advisory Services – Portfolio Manager(s) – The Investment Manager’s Portfolio Managers and Potential Conflicts of Interests .

Sharing of Information among Advised/Managed Accounts

Ameriprise Financial and its affiliates also may possess information that could be material to the management of a Fund and may not be able to, or may determine not to, share that information with the Fund, even though the information might be beneficial to the Fund. This information may include actual knowledge regarding the particular investments and transactions of other advised/managed funds and accounts, as well as proprietary investment, trading and other market research, analytical and technical models, and new investment techniques, strategies and opportunities. Depending on the context, Ameriprise Financial and its affiliates generally will have no obligation to share any such information with the Funds. In general, employees of Ameriprise Financial and its affiliates, including the portfolio managers of the Investment Manager, will make investment decisions without regard to information otherwise known by other employees of Ameriprise Financial and its affiliates, and generally will have no obligation to access any such information and may, in some instances, not be able to access such information because of legal and regulatory constraints or the internal policies and procedures of Ameriprise Financial and its affiliates. For example, if the Investment Manager or another Ameriprise Financial affiliate, or their respective employees, come into possession of non-public information regarding another advised/managed fund or account, they may be prohibited by legal and regulatory constraints, or internal policies and procedures, from using that information in connection with transactions made on behalf of the Funds. For more information, see Investment Advisory and Other Services – The Investment Manager and Investment Advisory Services – Portfolio Manager(s) – The Investment Manager’s Portfolio Managers and Potential Conflicts of Interests .

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Soft Dollar Benefits

Certain products and services, commonly referred to as “soft dollar services” (including, to the extent permitted by law, research reports, economic and financial data, financial publications, proxy analysis, computer databases and other research-oriented materials), that the Investment Manager may receive in connection with brokerage services provided to a Fund may have the inadvertent effect of disproportionately benefiting other advised/managed funds or accounts. This could happen because of the relative amount of brokerage services provided to a Fund as compared to other advised/managed funds or accounts, as well as the relative compensation paid by a Fund.

Services Provided to Other Advised/Managed Accounts

Ameriprise Financial and its affiliates also may act as an investment adviser, investment manager, administrator, transfer agent, custodian, trustee, broker-dealer, agent, or in another capacity, for advised/managed funds and accounts other than the Funds, and may receive compensation for acting in such capacity. This compensation that the Investment Manager, Distributor and Transfer Agent and other Ameriprise Financial affiliates receive could be greater than the compensation Ameriprise Financial and its affiliates receive for acting in the same or similar capacity for the Funds. In addition, the Investment Manager, Distributor and Transfer Agent and other Ameriprise Financial affiliates may receive other benefits, including enhancement of new or existing business relationships. This compensation and/or the benefits that Ameriprise Financial and its affiliates may receive from other advised/managed funds and accounts and other relationships could potentially create incentives to favor other advised/managed funds and accounts over the Funds. Trades made by Ameriprise Financial and its affiliates for the Funds may be, but are not required to be, aggregated with trades made for other funds and accounts advised/managed by the Investment Manager and other Ameriprise Financial affiliates. If trades are aggregated among the Funds and those other funds and accounts, the various prices of the securities being traded may be averaged, which could have the potential effect of disadvantaging the Funds as compared to the other funds and accounts with which trades were aggregated.

Proxy Voting

Although the Investment Manager endeavors to make all proxy voting decisions with respect to the interests of the Funds for which it is responsible in accordance with its proxy voting policies and procedures, the Investment Manager’s proxy voting decisions with respect to a Fund’s portfolio securities may nonetheless benefit other advised/managed funds and accounts, and/or clients, of Ameriprise Financial and its affiliates. The Investment Manager has adopted proxy voting policies and procedures that are designed to provide that all proxy voting is done in the best interests of its clients, including the Funds, without any resulting benefit or detriment to the Investment Manager and/or its affiliates, including Ameriprise Financial and its affiliates. For more information about the Investment Manager’s proxy voting policies and procedures, see Investment Advisory and Other Services – Proxy Voting Policies and Procedures.

Certain Trading Activities

The directors/trustees, officers and employees of Ameriprise Financial and its affiliates may buy and sell securities or other investments for their own accounts, and in doing so may take a position that is adverse to the Funds. In order to reduce the possibility that such personal investment activities of the directors/trustees, officers and employees of Ameriprise Financial and its affiliates will materially adversely affect the Funds, Ameriprise Financial and its affiliates have adopted policies and procedures, and the Funds, the Board, the Investment Manager and the Distributor have each adopted a Code of Ethics that addresses such personal investment activities. For more information, see Investment Advisory and Other Services – Codes of Ethics .

Affiliate Transactions

Subject to applicable legal and regulatory requirements, a Fund may enter into transactions in which Ameriprise Financial and/or its affiliates, or companies that are deemed to be affiliates of a Fund because of,

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among other factors, their or their affiliates’ ownership or control of shares of the Fund, may have an interest that potentially conflicts with the interests of the Fund. For example, an affiliate of Ameriprise Financial may sell securities to a Fund from an offering in which it is an underwriter or that it owns as a dealer, subject to applicable legal and regulatory requirements. Applicable legal and regulatory requirements also may prevent a Fund from engaging in transactions with an affiliate of the Fund, which may include Ameriprise Financial and its affiliates, or from participating in an investment opportunity in which an affiliate of a Fund participates.

Certain Investment Limitations

Regulatory and other restrictions may limit a Fund’s investment activities in various ways. For example, regulations regarding certain industries and markets, such as emerging or international markets, and certain transactions, such as those involving certain futures and derivatives as well as restrictions applicable to certain issuers (e.g., poison pills), may impose limits on the aggregate amount of investments that may be made by affiliated investors, including accounts owned or managed by the same or affiliated managers, in the aggregate or in individual issuers. In these circumstances, the Investment Manager may be prevented from acquiring securities for a Fund that it might otherwise prefer to acquire if the acquisition would cause the Fund and its affiliated investors to exceed an applicable limit. These types of regulatory and other applicable limits are complex and vary significantly in different contexts including, among others, from country to country, industry to industry and issuer to issuer. The Investment Manager has procedures in place designed to monitor potential conflicts arising from regulatory and other limits. Nonetheless, given the complexity of these limits, the Investment Manager and its affiliates may inadvertently breach these limits, and a Fund may therefore be required to sell securities that it might otherwise prefer to hold in order to comply with such limits. At certain times, a Fund may be restricted in its investment activities because of relationships that an affiliate of the Fund, which may include Ameriprise Financial and its affiliates, may have with the issuers of securities. This could happen, for example, if a Fund desired to buy a security issued by a company for which Ameriprise Financial or an affiliate serves as underwriter. The internal policies and procedures of Ameriprise Financial and its affiliates covering these types of restrictions and addressing similar issues also may at times restrict a Fund’s investment activities. See also About the Funds’ Investments – Certain Investment Activity Limits .

Actual and Potential Conflicts of Interest Related to Ameriprise Financial and its Affiliates’ Non-Advisory Relationships with Clients and Customers other than the Funds

The financial relationships that Ameriprise Financial and its affiliates may have with companies and other entities in which a Fund may invest can give rise to actual and potential conflicts of interest. Subject to applicable legal and regulatory requirements, a Fund may invest (a) in the securities of Ameriprise Financial and/or its affiliates and/or in companies in which Ameriprise Financial and its affiliates have an equity, debt or other interest, and/or (b) in the securities of companies held by other Columbia Funds. The purchase, holding and sale of such securities by a Fund may enhance the profitability and the business interests of Ameriprise Financial and/or its affiliates and/or other Columbia Funds. There also may be limitations as to the sharing with the Investment Manager of information derived from the non-investment advisory/management activities of Ameriprise Financial and its affiliates because of legal and regulatory constraints and internal policies and procedures (such as information barriers and ethical walls). Because of these limitations, Ameriprise Financial and its affiliates generally will not share information derived from its non-investment advisory/management activities with the Investment Manager.

Actual and Potential Conflicts of Interest Related to Ameriprise Financial Affiliates’ Marketing and Use of the Columbia Funds as Investment Options

Ameriprise Financial and its affiliates also provide a variety of products and services that, in some manner, may utilize the Columbia Funds as investment options. For example, the Columbia Funds may be offered as investments in connection with brokerage and other securities products offered by Ameriprise Financial and its affiliates, and may be utilized as investments in connection with fiduciary, investment management and other

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accounts offered by affiliates of Ameriprise Financial, as well as for other Columbia Funds structured as “funds of funds.” The use of the Columbia Funds in connection with other products and services offered by Ameriprise Financial and its affiliates may introduce economic and other conflicts of interest. These conflicts of interest are highlighted in account documentation and other disclosure materials for the other products and services offered by Ameriprise Financial and its affiliates.

Ameriprise Financial and its affiliates, including the Investment Manager, may make payments to their affiliates in connection with the promotion and sale of the Funds’ shares, in addition to the sales-related and other compensation that these parties may receive from the Funds. As a general matter, personnel of Ameriprise Financial and its affiliates, do not receive compensation in connection with their sales or use of the Funds that is greater than that paid in connection with their sales of other comparable products and services. Nonetheless, because the compensation that the Investment Manager and other affiliates of Ameriprise Financial may receive for providing services to the Funds is generally based on the Funds’ assets under management and those assets will grow as shares of the Funds are sold, potential conflicts of interest may exist. See Brokerage Allocation and Other Practices – Additional Selling and/or Servicing Agent Payments for more information.

Other Services Provided

The Transfer Agent

Columbia Management Investment Services Corp. (formerly, RiverSource Service Corporation) is the transfer agent for the Funds. The Transfer Agent is located at 225 Franklin Street, Boston, MA 02110. Under the Transfer Agency Agreement, the Transfer Agent provides transfer agency, dividend disbursing agency and shareholder servicing agency services to the Funds. Effective September 7, 2010, the Funds pay the Transfer Agent an annual transfer agency fee of $12.08 per account, payable monthly for all share classes, except for Class I shares, and, prior to September 7, 2010, paid the Transfer Agent (and, prior to May 1, 2010, the Previous Transfer Agent) an annual transfer agency fee of $22.36 per account, payable monthly.

In addition, effective September 7, 2010, the Funds reimburse the Transfer Agent for the fees and expenses the Transfer Agent pays to financial intermediaries that maintain omnibus accounts with the Funds in an annual amount equal to 0.20% of the average aggregate value of the Fund’s shares maintained in such omnibus accounts (other than omnibus accounts for which American Enterprise Investment Services, Inc. is the broker of record or accounts where the beneficial owner is a customer of Ameriprise Financial Services, Inc., for which the Transfer Agent is reimbursed $16.00 annually, calculated monthly based on the total number of positions in such accounts at the end of such month) for all share classes, except for Class I, Class R4, Class R5 and Class Y shares. For Class R4 and Class R5 shares, the Funds reimburse the Transfer Agent for the fees and expenses the Transfer Agent pays to financial intermediaries that maintain omnibus accounts with the Funds subject to an annual limitation of 0.05% of the net assets attributable to such shares. Prior to September 7, 2010, the Funds reimbursed the Transfer Agent (and, prior to May 1, 2010, the Previous Transfer Agent) for the fees and expenses the Transfer Agent paid to financial intermediaries that maintained omnibus accounts with the Funds, subject to a cap of up to $22.36 per account for financial intermediaries that sought payment by the Transfer Agent on a per account basis and a cap equal to 0.15% of a Fund’s net assets represented by such an account for financial intermediaries that sought payment by the Transfer Agent based on a percentage of net assets.

The Funds also pay certain reimbursable out-of-pocket expenses of the Transfer Agent. The Transfer Agent also may retain as additional compensation for its services revenues for fees for wire, telephone and redemption orders, IRA trustee agent fees and account transcripts due the Transfer Agent from Fund shareholders and credits (net of bank charges) earned with respect to balances in accounts the Transfer Agent maintains in connection with its services to the Funds.

For the period November 1, 2007 through October 31, 2009, the Previous Transfer Agent was paid an annual transfer agency fee of $17.34 per account, payable monthly. In addition, the Previous Transfer Agent was paid for the fees and expenses the Previous Transfer Agent paid to third party dealer firms that maintained

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omnibus accounts with certain of the Funds, subject to a cap equal to 0.15% of a Fund’s net assets represented by the account. For the period April 1, 2006 through October 31, 2007, the Previous Transfer Agent was paid an annual fee of $17.00 per account, payable monthly. For the period September 1, 2005 through October 31, 2007, the Previous Transfer Agent was entitled to reimbursement by certain Funds for the fees and expenses that the Previous Transfer Agent paid to dealer firms or transfer agents that maintained omnibus accounts with such Funds, subject to a cap equal to 0.11% of a Fund’s net assets represented by the account.

The Funds that offer Class R4 shares have a Plan Administration Services Agreement with the Transfer Agent. Under the agreement, the Funds pay for plan administration services, including services such as implementation and conversion services, account set-up and maintenance, reconciliation and account recordkeeping, education services and administration to various plan types, including 529 plans, retirement plans and Health Savings Accounts (HSAs). The fee for services is equal on an annual basis to 0.25% of the average daily net assets of each Fund attributable to Class R4 shares.

Transfer agency costs for each Fund are calculated separately for each of (i) Class Y shares, (ii) Class R4 and Class R5 shares and (iii) all other share classes (except Class I shares, which pay no transfer agency fees). Pursuant to the Administrative Services Agreement, the Administrator pays the Transfer Agency Fees of U.S. Treasury Index Fund on behalf of the Fund. The fees paid to the Transfer Agent may be changed by the Board without shareholder approval.

The Transfer Agent retains BFDS/DST, 2 Heritage Drive, North Quincy, MA 02171 as the Funds’ sub-transfer agent. BFDS/DST assists the Transfer Agent in carrying out its duties.

The Custodian

The Funds’ securities and cash are held pursuant to a custodian agreement with JPMorgan, 1 Chase Manhattan Plaza, 19th Floor, New York, NY 10005. JPMorgan is responsible for safeguarding the Funds’ cash and securities, receiving and delivering securities and collecting the Funds’ interest and dividends. The custodian is permitted to deposit some or all of their securities in central depository systems as allowed by federal law. For its services, each fund pays its custodian a maintenance charge and a charge per transaction in addition to reimbursing the custodian’s out-of-pocket expenses. As part of this arrangement, securities purchased outside the United States are maintained in the custody of various foreign branches of JPMorgan or in other financial institutions as permitted by law and by the Funds’ custodian agreement.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, which is located at 225 South Sixth Street, Minneapolis, MN 55402, is the Funds’ independent registered public accounting firm. The financial statements contained in each Fund’s annual report were audited by PricewaterhouseCoopers LLP. The Board has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Funds’ books and review their tax returns for their respective fiscal year ends.

The Reports of Independent Registered Public Accounting Firm and the audited financial statements are included in the annual reports to shareholders of the Funds, and are incorporated herein by reference. No other parts of the annual reports or semi-annual reports to shareholders are incorporated by reference herein. The audited financial statements incorporated by reference into the Funds’ prospectuses and this SAI have been so incorporated in reliance upon the report of the independent registered public accounting firm, given on its authority as an expert in auditing and accounting.

Counsel

Ropes & Gray LLP serves as legal counsel to the Trust. Its address is Prudential Tower, 800 Boylston St., Boston, Massachusetts 02199. K&L Gates LLP serves as co-counsel. Its address is 1601 K Street N.W., Washington, DC 20006-1600.

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Distribution and Servicing Plans

The Trust has adopted distribution and/or shareholder servicing plans for the Class A shares, Class B shares, Class C shares, Class E shares, Class F shares, Class R shares, Class R4 shares, Class T shares and Class W shares of the Funds. See Capital Stock and Other Securities for information about which Funds offer which classes of shares. The Funds no longer accept investments from new or existing investors in Class B shares, Class E shares, Class F shares or Class T shares, except for certain limited transactions from existing investors in any such shares. See the prospectuses for these share classes of the Funds for details.

The table below shows the maximum annual distribution and/or services fees (payable monthly and calculated based on an annual percentage of average daily net assets) and the combined amount of such fees applicable to each share class:


	Distribution Fee	Service Fee	Combined Total
Class A	up to 0.10%	0.25%	up to 0.35% ^a,b
Class A for Active Portfolio Funds	up to 0.25%	up to 0.25%	0.25%
Class B	0.75%	0.25%	1.00% ^b
Class C	0.75%	0.25%	1.00% ^b,c
Class E	0.10%	0.25%	0.35%
Class F	0.75%	0.25%	1.00%
Class I	none	none	none
Class R	0.50%	— ^d	0.50%
Class R4	none	0.25% ^e	0.25% ^e
Class R5	none	none	none
Class T	none	0.50% ^f	0.50% ^f
Class W	0.25%	0.25%	0.25%
Class Y	none	none	none
Class Z	none	none	none
Ultra Short Term Bond Fund	none	none	none

^a	As shown in the table below, the maximum distribution and service fees of Class A shares varies among the Funds.


Funds	Class A Distribution Fee			Class A Service Fee			Class A Combined Total
Active Portfolio Funds		0.25	%		0.25	%		0.25	%*
Balanced Fund, Contrarian Core Fund, Dividend Income Fund, Intermediate Bond Fund, Large Cap Growth Fund, Mid Cap Growth Fund, Oregon Intermediate Municipal Bond Fund, Real Estate Equity Fund, Small Cap Core Fund, Small Cap Growth Fund I, Technology Fund		0.10	%		0.25	%		0.35	%**
Bond Fund, CA Tax-Exempt Fund, CT Intermediate Municipal Bond Fund, CT Tax-Exempt Fund, Corporate Income Fund, Emerging Markets Fund, Energy and Natural Resources Fund, Greater China Fund, High Yield Opportunity Fund, International Bond Fund, MA Intermediate Municipal Bond Fund, MA Tax-Exempt Fund, NY Intermediate Municipal Bond Fund, NY Tax-Exempt Fund, Pacific/Asia Fund, Select Large Cap Growth Fund, Select Small Cap Fund, Small Cap Value Fund I, Strategic Income Fund, Strategic Investor Fund, U.S. Treasury Index Fund, Value and Restructuring Fund		—			0.25	%		0.25	%
High Yield Municipal Fund, Intermediate Municipal Bond Fund, and Tax-Exempt Fund		—			0.20	%		0.20	%

*	Class A shares of Active Portfolio Funds may pay distribution and service fees up to a maximum of 0.25% of the Fund’s average daily net assets attributable to Class A shares (comprised of up to 0.25% for distribution services and up to 0.25% for shareholder liason services).

The indicated Funds may pay distribution and service fees up to a maximum of 0.35% of the Fund’s average daily net assets attributable to Class A shares (comprised of up to 0.10% for distribution services and up to 0.25% for shareholder liaison services) but currently limit such fees to an aggregate fee of not more than 0.25% for Class A shares.

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Service Fee for Class A shares, Class B shares and Class C shares of High Yield Municipal Fund, Intermediate Municipal Bond Fund and Tax-Exempt Fund – The annual service fee may equal up to 0.20% of the average daily net asset value of all shares of such Fund class. Distribution Fee for Class B shares and Class C shares for Intermediate Municipal Bond Fund – The annual distribution fee shall be 0.65% of the average daily net assets of the Fund’s Class B shares and Class C shares. Fee amounts noted apply to Class B shares of the funds other than Class B shares of Columbia Money Market Fund, which pays distribution fees of up to 0.75% and service fees of up to 0.10% for a combined total of 0.85%.

The Distributor has voluntarily agreed to waive a portion of the distribution fee for Class C shares of the following Funds so that the combined distribution and service fee (or the distribution fee for the State Tax-Exempt Funds) does not exceed the specified percentage annually: 0.45% for CA Tax-Exempt Fund, CT Tax-Exempt Fund, MA Tax-Exempt Fund and NY Tax-Exempt Fund; 0.65% for CT Intermediate Municipal Bond Fund, MA Intermediate Municipal Bond Fund, NY Intermediate Municipal Bond Fund and Oregon Intermediate Municipal Bond Fund; 0.80% for High Yield Municipal Fund; 0.85% for Corporate Income Fund, Intermediate Bond Fund, Intermediate Municipal Bond Fund, Strategic Income Fund and U.S. Treasury Index Fund. These arrangements may be modified or terminated by the Distributor at any time.

^d	Class R shares pay a distribution fee pursuant to a Fund’s distribution (Rule 12b-1) plan for Class R shares. The Funds do not have a shareholder service plan for Class R shares.

The shareholder service fees for Class R4 shares are not paid pursuant to a 12b-1 plan. Under a Plan Administration Services Agreement, the Funds’ Class R4 shares pay for plan administration services, including services such as implementation and conversion services, account set-up and maintenance, reconciliation and account recordkeeping, education services and administration to various plan types, including 529 plans, retirement plans and health savings accounts.

The shareholder servicing fees for Class T shares are up to 0.50% of average daily net assets attributable to Class T shares for equity Funds and 0.40% for fixed income Funds. The Funds currently limit such fees to a maximum of 0.30% for equity Funds and 0.15% for fixed income Funds. See Class T Shares Shareholder Service Fees below for more information.

The shareholder servicing plan permits the Funds to compensate or reimburse servicing agents for the shareholder services they have provided. The Distribution Plan, adopted pursuant to Rule 12b-1 under the 1940 Act, permits the Funds to compensate or reimburse the Distributor and/or selling agents for activities or expenses primarily intended to result in the sale of the classes’ shares. Payments are made at an annual rate and paid monthly, as a percentage of average daily net assets, set from time to time by the Board, and are charged as expenses of each Fund directly to the applicable share class. A substantial portion of the expenses incurred pursuant to these plans may be paid to affiliates of the Distributor and Ameriprise Financial.

Under the shareholder servicing plan, the Board must review, at least quarterly, a written report of the amounts paid under the servicing agreements and the purposes for which those expenditures were made. The initial term of the shareholder servicing plan is one year and it will continue in effect from year to year after its initial one-year term provided that its continuance is specifically approved at least annually by a majority of the Board, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the shareholder servicing plan or in any agreement related to it. Any material amendment to the shareholder servicing plan must be approved in the same manner. The shareholder servicing plan is terminable at any time with respect to the Funds by a vote of a majority of the Independent Trustees.

The Trustees believe the Distribution Plan could be a significant factor in the growth and retention of a Fund’s assets resulting in more advantageous expense ratios and increased investment flexibility which could benefit each class of Fund shareholders. The Distribution Plan will continue in effect from year to year so long as continuance is specifically approved at least annually by a vote of the Trustees. The Distribution Plan may not be amended to increase the fee materially without approval by vote of a majority of the outstanding voting securities of the relevant class of shares, and all material amendments of the Distribution Plan must be approved by the Trustees in the manner provided in the foregoing sentence. The Distribution Plan may be terminated at any time by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the relevant class of shares.

Class T Shares Shareholder Service Fees

The Funds that offer Class T shares have adopted a shareholder services plan that permits them to pay for certain services provided to Class T shareholders by their selling and/or servicing agents. Equity Funds may pay shareholder servicing fees up to an aggregate annual rate of 0.50% of the Fund’s average daily net assets attributable to Class T shares (comprised of up to 0.25% for shareholder liaison services and up to 0.25% for

133

administrative support services). Fixed income Funds may pay shareholder servicing fees up to an aggregate annual rate of 0.40% of the Fund’s average daily net assets attributable to Class T shares (comprised of an annual rate of up to 0.20% for shareholder liaison services and up to 0.20% for administrative support services). These fees are currently limited to an aggregate annual rate of not more than 0.30% for equity Funds and not more than 0.15% for fixed income Funds. With respect to those Funds that declare dividends on a daily basis, the shareholder servicing fee shall be waived by the selling and/or servicing agents to the extent necessary to prevent net investment income from falling below 0.00% on a daily basis. The Funds consider “administrative support services” to include, without limitation, (i) aggregating and processing purchase and redemption orders, (ii) providing beneficial owners with statements showing their positions in the Funds, (iii) processing dividend payments, (iv) providing sub-accounting services for Fund shares held beneficially, (v) forwarding shareholder communications, such as proxies, shareholder reports, dividend and tax notices, and updating prospectuses to beneficial owners, (vi) receiving, tabulating and transmitting proxies executed by the beneficial owners, (vii) sub-transfer agent services for beneficial owners of Fund shares and (viii) other similar services.

Distribution and Service Fees Paid by the Funds

The Distributor and the Previous Distributor received distribution and service fees from the Funds for their services as reflected in the following charts, which show distribution and service fees paid to and waived by, as applicable, the Distributor and the Previous Distributor, for the most recently completed fiscal year, except as otherwise indicated. The Trust is not aware as to what amount, if any, of the distribution and service fees paid to the Distributor and Previous Distributor were, on a Fund-by-Fund basis, used for advertising, printing and mailing of prospectuses to other than current shareholders, compensation to broker-dealers, compensation to sales personnel, or interest, carrying or other financing charges. Class Y shares, Class Z shares and shares of Ultra Short Term Bond Fund do not pay distribution and service fees.

Distribution and Services Fees Paid by the Funds for the Fiscal Year Ended March 31, 2011


	Class A Shares				Class B Shares				Class C Shares				Class R Shares				Class T Shares				Class W Shares
Fund	Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor
Bond Fund
Distribution Fee		—		—	$	2,009		—	$	20,485	$	1,333		—		—		—		—		—		—
Service Fee	$	43,799	$	3,173	$	675		—	$	6,845	$	444		—		—	$	1,200		—	$	3		—
Fees Waived by the Distributor		—		—		—		—	$	1,070		—		—		—		—		—		—		—
Corporate Income Fund
Distribution Fee		—		—	$	37,036	$	3,978	$	75,873	$	6,471		N/A		N/A		N/A		N/A		—		—
Service Fee	$	192,649	$	17,611	$	12,346	$	1,326	$	25,144	$	1,310		N/A		N/A		N/A		N/A	$	82,399		—
Fees Waived by the Distributor		—		—		—		—	$	15,085	$	1,386		N/A		N/A		N/A		N/A		—		—
Emerging Markets Fund
Distribution Fee		—		—		—		—	$	12,747	$	980	$	6		—		—		—		—		—
Service Fee	$	19,563	$	1,357		—		—	$	4,249	$	327		—		—		—		—	$	40,796		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—		—		—
Energy and Natural Resources Fund
Distribution Fee		—		—	$	9		—	$	124,199	$	10,529	$	54		—		—		—		—		—
Service Fee	$	121,021	$	10,892	$	3		—	$	41,450	$	3,510		—		—		—		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—		—		—

134


	Class A Shares				Class B Shares				Class C Shares				Class R Shares				Class T Shares				Class W Shares
Fund	Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor
Intermediate Bond Fund
Distribution Fee	$	61,316	$	11,896	$	138,278	$	19,037	$	221,685	$	17,664	$	9,866	$	710		N/ A		N/ A		N/A		N/A
Service Fee	$	394,732	$	33,640	$	46,116	$	6,346	$	73,511	$	6,309		—		—		N/ A		N/ A		—	$	3
Fees Waived by the Distributor	$	59,771	$	13,441		—		—	$	44,169	$	3,832		—		—		N/ A		N/ A		N/A		N/A
Pacific/Asia Fund
Distribution Fee		—		—		—		—	$	430	$	225		—		—		—		—		—		—
Service Fee	$	2,204	$	170		—		—	$	143	$	75		—		—		—		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—		—		—
Select Large Cap Growth Fund
Distribution Fee		—		—		—		—	$	37,091	$	2,020	$	6,896	$	170		—		—		—		—
Service Fee	$	1,915,034	$	123,862		—		—	$	12,280	$	674		—		—		—		—	$	26,872		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—		—		—
Select Small Cap Fund
Distribution Fee		—		—		—		—	$	8,734	$	720	$	43,205	$	4,299		—		—		—		—
Service Fee	$	36,460	$	3,374		—		—	$	2,911	$	240		—		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—		—		—
U.S. Treasury Index Fund
Distribution Fee		—		—	$	34,335	$	3,400	$	94,892	$	9,523		—		—		—		—		—		—
Service Fee	$	104,320	$	9,567	$	11,445	$	1,133	$	39,538	$	3,968		—		—		—		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—		—		—
Value and Restructuring Fund
Distribution Fee		—		—		—		—	$	457,816	$	47,513	$	267,971	$	24,582		—		—		—		—
Service Fee	$	601,003	$	61,912		—		—	$	152,605	$	15,838		—		—		—		—	$	3		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—		—		—

Distribution and Services Fees Paid by the Funds for the Fiscal Year Ended May 31, 2011


Fund	Class A Shares		Class B Shares		Class C Shares		Class R Shares		Class W Shares
High Yield Opportunity Fund
Distribution Fee		—	$	92,451	$	96,688		—		—
Service Fee	$	480,455	$	30,817	$	32,223		—		—
Fees Waived		—		—	$	19,352		—		—

International Bond Fund
Distribution Fee		—		—	$	3,190		—		—
Service Fee	$	3,058		—	$	1,064		—		—
Fees Waived		—		—		—		—		—

Strategic Income Fund
Distribution Fee		—	$	585,742	$	1,453,249	$	8		—
Service Fee	$	2,468,063	$	193,884	$	479,423		—	$	4
Fees Waived		—		—	$	290,741		—		—

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Distribution and Services Fees Paid by the Funds for the Fiscal Year Ended June 30, 2011


Fund	Class A Shares		Class B Shares		Class C Shares		Class R Shares
High Yield Municipal Fund
Distribution Fee		—	$	35,374	$	69,938		—
Service Fee	$	142,778	$	9,433	$	18,652		—
Fees Waived by the Distributor		—		—	$	13,980		—
Small Cap Value Fund I
Distribution Fee		—	$	157,721	$	404,763	$	23
Service Fee	$	1,705,653	$	51,999	$	134,921		—
Fees Waived by the Distributor		—		—		—		—

Distribution and Services Fees Paid by the Funds for the Fiscal Year Ended August 31, 2011


Fund	Class A Shares		Class B Shares		Class C Shares		Class R Shares		Class W Shares		Class T Shares*
Balanced Fund
Distribution Fee		—	$	84,184	$	282,269	$	869		—		—
Service Fee	$	801,205	$	28,062	$	94,124		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—

Greater China Fund
Distribution Fee		—	$	129,073	$	289,015		—		—		—
Service Fee	$	319,466	$	43,024	$	96,338		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—

Mid Cap Growth Fund
Distribution Fee		—	$	55,806	$	240,943	$	73,714		—		—
Service Fee	$	448,020	$	18,602	$	80,315		—	$	95,387	$	71,977
Fees Waived by the Distributor		—		—		—		—		—		—

Oregon Intermediate Municipal Bond Fund
Distribution Fee		—	$	1,751	$	124,160		—		—		—
Service Fee	$	63,916	$	576	$	41,436		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—

Small Cap Growth Fund I
Distribution Fee		—	$	19,048	$	137,924	$	110		—		—
Service Fee	$	235,809	$	6,349	$	45,975		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—

Strategic Investor Fund
Distribution Fee		—	$	157,869	$	135,103	$	2,923		—		—
Service Fee	$	411,056	$	52,623	$	45,035		—	$	7		—
Fees Waived by the Distributor		—		—		—		—		—		—

Technology Fund
Distribution Fee		—	$	53,083	$	182,808		—		—		—
Service Fee	$	207,397	$	17,654	$	61,112		—		—		—
Fees Waived by the Distributor		—		—		—		—		—		—

*	Paid pursuant to the Shareholder Services Plan for Class T shares.

136


*Distribution and Service Fees Paid by the Funds Fiscal Year Ended September 30, 2011*
Fund	Class A Shares		Class B Shares		Class C Shares		Class E Shares		Class F Shares		Class R Shares		Class T Shares*		Class W

Contrarian Core Fund
Distribution Fee		—	$	130,253	$	229,197		—		—	$	20		—		—
Service Fee	$	740,976	$	43,417	$	76,418		—		—		—	$	362,876	$	165,741
Fees Waived by the Distributor		—		—		—		—		—		—		—		—

Dividend Income Fund
Distribution Fee		—	$	146,783	$	1,164,658		—		—	$	62,372		—		—
Service Fee	$	2,530,486	$	48,928	$	388,219		—		—		—	$	247,391	$	75,979
Fees Waived by the Distributor		—		—		—		—		—		—		—		—

Large Cap Growth Fund
Distribution Fee		—	$	313,139	$	224,218	$	14,014	$	3,945	$	5,414		—		—
Service Fee	$	1,875,799	$	104,378	$	74,740	$	35,041	$	1,315		—	$	462,721	$	6
Fees Waived by the Distributor		—		—		—		—		—		—		—		—

Small Cap Core Fund
Distribution Fee		—	$	114,427	$	188,086		—		—		—		—		—
Service Fee	$	414,238	$	38,142	$	62,696		—		—		—	$	239,882	$	138,715
Fees Waived by the Distributor		—		—		—		—		—		—		—		—

*	Paid pursuant to the Shareholder Services Plan for Class T shares.

Distribution and Service Fees Paid by the Fund for the Fiscal Year Ended October 31, 2011


Fund	Class A Shares		Class B Shares		Class C Shares		Class T Shares*
CA Tax-Exempt Fund
Distribution Fee		—	$	13,580	$	244,231		N/A
Service Fee	$	748,205	$	4,444	$	79,917		N/A
Fees Waived by the Distributor		—		—	$	97,657		N/A
CT Intermediate Municipal Bond Fund
Distribution Fee		—	$	6,183	$	54,232		—
Service Fee	$	26,701	$	2,061	$	18,079	$	22,936
Fees Waived by the Distributor		—		—	$	25,305		—
CT Tax-Exempt Fund
Distribution Fee		—	$	12,557	$	84,582		N/A
Service Fee	$	175,878	$	4,093	$	27,643		N/A
Fees Waived by the Distributor		—		—	$	33,829		N/A
Intermediate Municipal Bond Fund
Distribution Fee		—	$	16,493	$	172,675		—
Service Fee	$	256,275	$	5,075	$	53,134	$	21,004
Fees Waived by the Distributor		—		—	$	119,542		—
MA Intermediate Municipal Bond Fund
Distribution Fee		—	$	4,009	$	75,067		—
Service Fee	$	73,982	$	1,337	$	25,025	$	55,566
Fees Waived by the Distributor		—		—	$	35,026		—
MA Tax-Exempt Fund
Distribution Fee		—	$	14,143	$	73,478		N/A
Service Fee	$	262,547	$	4,468	$	23,422		N/A
Fees Waived by the Distributor		—		—	$	29,383		N/A
NY Intermediate Municipal Bond Fund
Distribution Fee		—	$	4,858	$	101,026		—
Service Fee	$	32,291	$	1,619	$	33,706	$	14,884
Fees Waived by the Distributor		—		—	$	47,097		—

137


Fund	Class A Shares		Class B Shares		Class C Shares		Class T Shares*
NY Tax-Exempt Fund
Distribution Fee		—	$	22,600	$	87,107	N/A
Service Fee	$	240,347	$	7,428	$	28,616	N/A
Fees Waived by the Distributor		—		—	$	34,835	N/A

*Paid pursuant to the Shareholder Services Plan for Class T shares.

Distribution and Service Fees Paid by the Fund for the Fiscal Year Ended November 30, 2010


	Class A				Class B				Class C
Fund	Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor
Tax-Exempt Fund
Distribution Fee		—		—	$	37,316	$	35,037	$	133,207	$	86,547
Service Fee	$	1,587,387	$	1,123,273	$	9,951	$	9,343	$	44,402	$	28,849
Fees Waived by the Distributor		—		—		—		—		—		—

Distribution and Services Fees Paid by the Fund for the Fiscal Year Ended December 31, 2010


	Class A Shares				Class B Shares				Class C Shares				Class R Shares				Class W Shares
Fund	Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor		Distributor		Previous Distributor
Real Estate Equity Fund
Distribution Fee					$	16,003	$	8,263	$	31,486	$	13,306	$	3		—		—		—
Service Fee	$	39,960	$	15,803	$	5,334	$	2,754	$	10,495	$	4,435		—		—	$	2		—
Fees Waived by the Distributor		—		—		—		—		—		—		—		—		—		—

The Distributor may use the entire amount of its fees to defray the costs of commissions and service fees paid to selling and/or servicing agents and for certain other purposes. Since the distribution and service fees are payable regardless of the Distributor’s expenses, the Distributor may realize a profit from the fees. The Distribution Plan authorizes any other payments by the Funds to the Distributor and its affiliates (including the Investment Manager) to the extent that such payments might be construed to be indirectly financing the distribution of a Fund’s shares.

The Funds participate in joint distribution activities with other Columbia Funds. The fees paid under the Distribution Plan adopted by a Fund may be used to finance the distribution of the shares of other Columbia Funds. Such distribution costs are allocated based on the relative net asset size of the respective Funds.

Expense Limitations

The Investment Manager and certain of its affiliates have contractually agreed to waive fees and/or reimburse expenses (excluding taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and ETFs), 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, extraordinary expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board), through the date noted below for each Fund, unless sooner terminated at the sole discretion

138

of the Board, so that the Fund’s net operating expenses, after giving effect to fees waived/expenses reimbursed and any balance credits and/or overdraft charges from the Fund’s custodian, do not exceed the annual rates of:


Fund	Expiration Date		Expense Limitation as a Percent of Average Daily Net Assets of the Applicable Share Class on an Annualized Basis
Fund	Expiration Date		Class A			Class B			Class C			Class E	Class F	Class I			Class R			Class R3	Class R4			Class R5			Class T			Class W			Class Y			Class Z			Single Class
For Funds with fiscal year ended March 31
AP – Select Large Cap Growth Fund		7/31/2014		1.19	%
Bond Fund		7/31/2012		0.80	%		1.55	%		1.55	%				0.51	%		1.05	%									0.70	%		0.80	%		0.55	%		0.55	%
Corporate Income Fund		7/31/2012		0.92	%		1.67	%		1.67	%				0.62	%															0.92	%					0.67	%
Emerging Markets Fund		7/31/2012		1.95	%					2.70	%				1.62	%		2.20	%												1.95	%					1.70	%
Energy and Natural Resources Fund		7/31/2012		1.45	%		2.20	%		2.20	%				1.07	%		1.70	%			1.37	%														1.20	%
Intermediate Bond Fund		7/31/2012		0.84	%		1.59	%		1.59	%				0.52	%		1.09	%												0.84	%					0.59	%
Pacific/Asia Fund		7/31/2012		1.79	%					2.54	%				1.48	%																					1.54	%
Select Large Cap Growth Fund		7/31/2012		1.25	%					2.00	%				0.84	%		1.50	%												1.25	%					1.00	%
Select Small Cap Fund		7/31/2012		1.34	%					2.09	%							1.59	%																		1.09	%
U.S. Treasury Index Fund		7/31/2012		0.45	%		1.20	%		1.20	%				0.20	%																					0.20	%
Value and Restructuring Fund		7/31/2012		1.19	%					1.94	%				0.81	%		1.44	%												1.19	%					0.94	%

For Funds with fiscal year ended May 31
High Yield Opportunity Fund		9/30/2012		1.12	%		1.87	%		1.87	%																										0.87	%
International Bond Fund		9/30/2012		1.10	%					1.85	%				0.81	%																					0.85	%
Strategic Income Fund		9/30/2012		1.02	%		1.77	%		1.77	%							1.27	%			0.97	%		0.72	%					1.02	%					0.77	%

For Funds with fiscal year ended June 30
High Yield Municipal		10/31/2012		0.80	%		1.55	%		1.55	%																										0.60	%
Small Cap Value Fund I		10/31/2012		1.37	%		2.12	%		2.12	%				0.97	%		1.62	%															1.12	%		1.12	%

For the Fund with fiscal year ended July 31
Ultra Short Term Bond Fund		11/30/2012																																						0.25	%

139


Fund	Expiration Date		Expense Limitation as a Percent of Average Daily Net Assets of the Applicable Share Class on an Annualized Basis
Fund	Expiration Date		Class A			Class B			Class C			Class E			Class F			Class I			Class R			Class R3	Class R4			Class R5			Class T			Class W			Class Y			Class Z			Single Class

For Funds with fiscal year ended August 31
AP – Alternative Strategies Fund		12/31/2014		1.50	%
AP – Core Plus Bond Fund		12/31/2014		0.84	%
AP – Small Cap Equity Fund		12/31/2014		1.34	%
Balanced Fund		12/31/2012		1.11	%		1.86	%		1.86	%											1.36	%			1.05	%		0.80	%											0.86	%
Greater China Fund		12/31/2012		1.93	%		2.68	%		2.68	%								1.56	%																					1.68	%
Mid Cap Growth Fund		12/31/2012		1.35	%		2.10	%		2.10	%								0.99	%		1.60	%						1.04	%		1.40	%		1.35	%		1.10	%		1.10	%
Oregon Intermediate Municipal Bond Fund		12/31/2012		0.79	%		1.54	%		1.54	%																														0.54	%
Small Cap Growth Fund I		12/31/2012		1.31	%		2.06	%		2.06	%								0.93	%		1.56	%															1.06	%		1.06	%
Strategic Investor Fund		12/31/2012		1.26	%		2.01	%		2.01	%								0.83	%		1.51	%												1.26	%		1.01	%		1.01	%
Technology Fund		12/31/2012		1.45	%		2.20	%		2.20	%																														1.20	%

For Funds with fiscal year ended September 30
Contrarian Core Fund		1/31/2013		1.16	%		1.91	%		1.91	%								0.78	%		1.41	%			1.08	%					1.21	%		1.16	%					0.91	%
Dividend Income Fund		1/31/2013		1.00	%		1.75	%		1.75	%								0.67	%		1.25	%									1.05	%		1.00	%					0.75	%
Large Cap Growth Fund		1/31/2013		1.25	%		2.00	%		2.00	%		1.35	%		2.00	%		0.85	%		1.50	%			1.15	%		0.90	%		1.30	%		1.25	%		1.00	%		1.00	%
Small Cap Core Fund		1/31/2013		1.36	%		2.11	%		2.11	%								0.98	%												1.41	%		1.36	%					1.11	%

For Funds with fiscal year ended October 31
CA Tax-Exempt Fund		2/28/13		0.79	%		1.54	%		1.54	%																														0.54	%
CT Intermediate Municipal Bond Fund		2/28/13		0.79	%		1.54	%		1.54	%																					0.69	%								0.54	%
CT Tax-Exempt Fund		2/28/13		0.79	%		1.54	%		1.54	%																														0.54	%
Intermediate Municipal Bond Fund		2/28/13		0.74	%		1.39	%		1.39	%																					0.69	%								0.54	%
MA Intermediate Municipal Bond Fund		2/28/13		0.75	%		1.50	%		1.50	%																					0.65	%								0.50	%
MA Tax-Exempt Fund		2/28/13		0.79	%		1.54	%		1.54	%																														0.54	%
NY Intermediate Municipal Bond Fund		2/28/13		0.75	%		1.50	%		1.50	%																					0.65	%								0.50	%
NY Tax-Exempt Fund		2/28/13		0.79	%		1.54	%		1.54	%																														0.54	%

For the Fund with fiscal year ended November 30
Tax-Exempt Fund		3/31/2012		0.76	%		1.51	%		1.51	%																														0.56	%

For the Fund with fiscal year ended December 31
Real Estate Equity Fund		4/30/2012		1.26	%		2.01	%		2.01	%								0.90	%		1.51	%			1.20	%		0.95	%					1.26	%					1.01	%

The expense arrangement is made pursuant to a fee waiver and expense cap agreement that may be modified or amended only with approval from all parties to such arrangement, including the Fund and the Investment Manager.

Codes of Ethics

The Funds, the Investment Manager, each subadviser and the Distributor have adopted Codes of Ethics pursuant to the requirements of the 1940 Act, including Rule 17j–1 under the 1940 Act. These Codes of Ethics permit personnel

140

subject to the Codes of Ethics to invest in securities, including securities that may be bought or held by the Funds. These Codes of Ethics are included as exhibits to Part C of the Funds’ registration statement. These Codes of Ethics can be reviewed and copied at the SEC’s Public Reference Room and may be obtained by calling the SEC at 202.551.8090; they also are available on the SEC’s website at www.sec.gov, and may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549–1520.

Proxy Voting Policies and Procedures

General. The Funds have delegated to the Investment Manager the responsibility to vote proxies relating to portfolio securities held by the Funds, including Funds managed by subadvisers. In deciding to delegate this responsibility to the Investment Manager, the Board reviewed the policies adopted by the Investment Manager or summaries of such policies. These included the procedures that the Investment Manager follows when a vote presents a conflict between the interests of the Funds and their shareholders and the Investment Manager and its affiliates.

The Investment Manager’s policy is to vote all proxies for Fund securities in a manner considered by the Investment Manager to be in the best economic interests of its clients, including the Funds, without regard to any benefit or detriment to the Investment Manager, its employees or its affiliates. The best economic interests of clients is defined for this purpose as the interest of enhancing or protecting the value of client accounts, considered as a group rather than individually, as the Investment Manager determines in its discretion. The Investment Manager endeavors to vote all proxies of which it becomes aware prior to the vote deadline; provided, however, that in certain circumstances the Investment Manager may refrain from voting securities. For instance, the Investment Manager may refrain from voting foreign securities if it determines that the costs of voting outweigh the expected benefits of voting and typically will not vote securities if voting would impose trading restrictions. In addition, the Investment Manager will generally refrain from recalling the Fund’s portfolio securities on loan to vote proxies, although the Investment Manager may seek to recall loaned securities if a proxy relates to a proposed merger or acquisition and the Funds’ ownership position is not de minimis, based on the Investment Manager’s determination that, in these situations, the benefits of voting generally outweigh the costs or lost revenue to the Funds.

Oversight. The operation of the Investment Manager’s proxy voting policy and procedures is overseen by a committee (the “Proxy Voting Committee”) composed of representatives of the Investment Manager’s equity investments, equity research, compliance, legal and operations functions. The Proxy Voting Committee has the responsibility to review, at least annually, the Investment Manager’s proxy voting policies to ensure consistency with internal policies, regulatory requirements, conflicts of interest and client disclosures.

The Proxy Voting Committee also develops predetermined voting guidelines used to vote securities. The voting guidelines indicate whether to vote for, against or abstain from particular proposals, or whether the matter should be considered on a case-by-case basis. The Proxy Voting Committee may determine to vote differently from the guidelines on particular proposals in the event it determines that doing so is in the clients’ best economic interests. The Investment Manager may also consider the voting recommendations of analysts, portfolio managers and information obtained from outside resources, including one or more third-party research providers. When proposals are not covered by the voting guidelines or a voting determination must be made on a case-by-case basis, a portfolio manager or analyst will make the voting determination based on his or her determination of the clients’ best economic interests. In addition, the Proxy Voting Committee may determine proxy votes when proposals require special consideration.

Addressing Conflicts of Interest. The Investment Manager seeks to address potential material conflicts of interest by having predetermined voting guidelines. In addition, if the Investment Manager determines that a material conflict of interest exists, the Investment Manager will invoke one or more of the following conflict management practices: (i) causing the proxies to be voted in accordance with the recommendations of an

141

independent third party (which may be the Investment Manager’s proxy voting administrator or research provider); (ii) causing the proxies to be delegated to an independent third party (which may be the Investment Manager’s proxy voting administrator or research provider); and (iii) in unusual cases, with the client’s consent and upon ample notice, forwarding the proxies to the Investment Manager’s clients so that they may vote the proxies directly. A member of the Proxy Voting Committee is prohibited from voting on any proposal for which he or she has a conflict of interest by reason of a direct relationship with the issuer or other party affected by a given proposal. Persons making recommendations to the Proxy Voting Committee or its members are required to disclose to the committee any relationship with a party making a proposal or other matter known to the person that would create a potential conflict of interest.

Voting Proxies of Affiliated Underlying Funds . Certain Funds may invest in shares of other Columbia Funds (referred to in this context as “underlying funds”) and may own substantial portions of these underlying funds. If such Funds are in a master-feeder structure, the feeder Fund will either seek instructions from its shareholders with regard to the voting of proxies with respect to the master fund’s shares and vote such proxies in accordance with such instructions or vote the shares held by it in the same proportion as the vote of all other master fund shareholders. With respect to Funds that hold shares of underlying funds other than in a master-feeder structure, the holding Funds will vote proxies of underlying funds in the same proportion as the vote of all other holders of the underlying fund’s shares, unless the Board otherwise instructs.

Proxy Voting Agents. The Investment Manager has retained Institutional Shareholder Services Inc., a third-party vendor, as its proxy voting administrator to implement its proxy voting process and to provide recordkeeping and vote disclosure services. The Investment Manager has retained both Institutional Shareholder Services Inc. and Glass-Lewis & Co. to provide proxy research services.

Additional Information. Information regarding how the Columbia Funds (except certain Columbia Funds that do not invest in voting securities) voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 will be available by August 31 of this year free of charge: (i) through the Columbia Funds’ website at www.columbiamanagement.com and (ii) on the SEC’s website at www.sec.gov. For a copy of the Investment Manager’s voting guidelines in effect on the date of this SAI, see Appendix B to this SAI.

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FUND GOVERNANCE

The Board

Leadership Structure and Risk Oversight

The Board oversees the Trust and the Funds. The Trustees are responsible for overseeing the management and operations of the Trust. The Board consists of eleven Trustees who have varied experience and skills. Ten of the Trustees, including the Chairman of the Board, are Independent Trustees. The remaining Trustee, Mr. William F. Truscott, is an “interested person” (as defined in the 1940 Act) of the Columbia Funds by reason of his service as chairman of the board and president of the Investment Manager and director and chief executive officer of the Distributor. With respect to Mr. Truscott, the Trustees have concluded that having a senior officer of the Investment Manager serve as a Trustee benefits Fund shareholders by facilitating communication between the Independent Trustees and the senior management of the Investment Manager, and to assist efforts to align the interests of the Investment Manager more closely with those of Fund shareholders. Further information about the backgrounds and qualifications of the Trustees can be found in the section Trustee Biographical Information and Qualifications . The Board has several standing committees, which are an integral part of each Fund’s overall governance and risk oversight structure. The committees include the Audit Committee, the Governance Committee, the Advisory Fees & Expenses Committee, the Compliance Committee, the Investment Oversight Committees and the Product and Distribution Committee. All of the members of each of the committees are Independent Trustees. The roles of each committee are more fully described in the section Standing Committees below.

The Funds have retained the Investment Manager as the Funds’ investment adviser and administrator. The Investment Manager provides the Funds with investment advisory services, and is responsible for day-to-day administration of the Funds and management of the risks that arise from the Funds’ investments and operations. The Board provides oversight of the services provided by the Investment Manager, including risk management services. In addition, each committee of the Board provides oversight of the Investment Manager’s risk management services with respect to the particular activities within the committee’s purview. In the course of providing oversight, the Board and the committees receive a wide range of reports with respect to the Funds’ activities, including reports regarding each Fund’s investment portfolio, the compliance of the Funds with applicable laws, and the Funds’ financial accounting and reporting. The Board and the relevant committees meet periodically with officers of the Funds and the Investment Manager and with representatives of various of the Funds’ service providers. The Board and certain committees also meet periodically with the Funds’ chief compliance officer, who also serves as chief compliance officer of the Investment Manager, to receive reports regarding the compliance of the Funds and the Investment Manager with the federal securities laws and their internal compliance policies and procedures. In addition, the Board meets periodically with the portfolio managers of the Funds to receive reports regarding the management of the Funds, including their investment risks.

The Board reviews its leadership structure periodically and believes that its structure is appropriate, in light of the size of the Trust and the nature of its business, to enable the Board to exercise its oversight of the Funds and the other investment companies overseen by the Trustees. In particular, the Board believes that having an Independent Trustee serve as the chair of the Board and having other Independent Trustees serve as chairs of each committee promotes independence from the Investment Manager in setting agendas and conducting meetings. The Board believes that its committee structure makes the oversight process more efficient and more effective by allowing, among other things, smaller groups of Trustees to bring increased focus to matters within the purview of each committee.

Standing Committees

Ms. Lukitsh and Messrs. Hacker, Nelson and Neuhauser are members of the Advisory Fees & Expenses Committee. The Advisory Fees & Expenses Committee’s functions include reviewing and making recommendations to the Board as to contracts requiring approval of a majority of the Independent Trustees and as to any other contracts that may be referred to the Advisory Fees & Expenses Committee by the Board.

143

Ms. Verville and Messrs. Hacker, Moffett and Simpson are members of the Audit Committee. The Audit Committee’s functions include making recommendations to the Board regarding the selection and performance of the independent registered public accounting firm, and reviewing matters relating to accounting and auditing practices and procedures, accounting records and the internal accounting controls of the Funds and certain service providers.

Mses. Kelly and Verville and Messrs. Moffett and Nelson are members of the Compliance Committee. The Compliance Committee’s functions include, among other things, monitoring, supervising and assessing the performance of each Fund’s Chief Compliance Officer and reviewing her compensation, reviewing periodically and recommending changes to the codes of ethics and compliance policies of each Fund and its service providers, and reviewing each Fund’s portfolio execution.

Mses. Kelly and Lukitsh and Messrs. Mayer and Neuhauser are members of the Product and Distribution Committee. The Product and Distribution Committee’s functions include, among other things, reviewing such matters relating to the marketing of the Funds and the distribution of the Fund’s shares, including matters relating

to the design and positioning of funds, marketing and distribution strategies for the Funds and the effectiveness and competitiveness of such strategies, as the Committee may deem appropriate.

Messrs. Drake, Hacker, Mayer and Simpson are members of the Governance Committee. The Governance Committee’s functions include recommending to the Board nominees for Independent Trustee positions and for appointments to various committees, overseeing the Board’s periodic evaluations of the effectiveness of the Board, reviewing and recommending to the Board governance and other policies and practices to be followed in carrying out the Trustees’ duties and responsibilities and reviewing and making recommendations to the Board regarding the compensation of the Independent Trustees.

The Governance Committee will consider nominees for Trustee recommended by shareholders provided that such recommendations are submitted by the date disclosed in a Fund’s proxy statement and otherwise comply with applicable securities laws, including Rule 14a-8 under the 1934 Act. Such shareholder recommendations must be in writing and should be sent to the attention of the Governance Committee in care of the Fund at 225 Franklin Street, Boston, MA 02110. Shareholder recommendations should include the proposed nominee’s biographical information (including business experience for the past ten years) and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to be a disinterested Trustee, if applicable.

Each Independent Trustee also serves on an Investment Oversight Committee (IOC). Each IOC is responsible for monitoring, on an ongoing basis, a select group of Columbia Funds overseen by the Board and gives particular consideration to such matters as each Fund’s adherence to its investment mandates, historical performance, changes in investment processes and personnel, and proposed changes to investment objectives. Investment personnel who manage the Funds attend IOC meetings from time to time to assist each IOC in its review of the Funds. Each IOC meets four times a year, as the applicable IOC did for each Fund’s most recently completed fiscal year. The below are members of the respective IOCs and the general categories of funds in the Columbia Funds Family which they review. These asset categories may be reassigned among the IOCs from time to time.

IOC #1: Ms. Verville, Messrs. Drake and Neuhauser are responsible for reviewing funds in the following asset categories: Global Stock, International Stock, Large Growth; Fixed Income – Core and Municipal.

IOC #2: Messrs. Mayer and Nelson and Mses. Kelly and Lukitsh are responsible for reviewing funds in the following asset categories: Asset Allocation, Large Blend Large Value, Small Value and Specialty; Fixed Income – High Yield, International Bond, Multi-Sector and Municipal.

IOC #3: Messrs. Hacker, Moffett and Simpson are responsible for reviewing funds in the following asset categories: Asset Allocation, Mid Growth, Money Market, Small Blend, Small Growth, Specialty; Fixed Income – Core, Municipal and Short Duration.

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The table below shows the number of times each committee met during each Fund’s most recent fiscal year. The table is organized by fiscal year end.


Fiscal Period	Audit Committee		Governance Committee		Advisory Fees & Expenses Committee		Compliance Committee		Investment Oversight Committee		Product & Distribution Committee*
For Funds with fiscal periods ending March 31		7		7		8		6		4		0
For Funds with fiscal periods ending May 31		6		6		7		5		4		0
For Funds with fiscal periods ending June 30		5		5		6		5		4		0
For Fund with fiscal periods ending July 31		6		6		5		5		4		0
For Funds with fiscal periods ending August 31		6		8		6		6		5		0
For Funds with fiscal periods ending September 30		6		8		5		6		5		0
For Funds with fiscal periods ending October 31		6		10		5		6		5		0
For Fund with fiscal periods ending November 30		9		7		8		7		4		0
For Fund with fiscal periods ending December 31		8		7		7		7		4		0

*	The first meeting of the Product and Distribution Committee was held on December 5, 2011.

Trustee Biographical Information and Qualifications

The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee should so serve. Generally, no one factor was decisive in the selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other Trustees; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.

In respect of each current Trustee, the individual’s substantial professional accomplishments and experience, including in fields related to the operations of the Fund, were a significant factor in the determination that, in light of the business and structure of the Trust, the individual should serve as a Trustee. Following is a summary of each Trustee’s particular professional experience and additional considerations that contributed to the Board’s conclusion that an individual should serve as a Trustee:

Rodman L. Drake – Mr. Drake has significant experience serving as a CEO and on boards of directors for public companies, including investment companies. This experience includes holding such positions with the various boards as chairman, lead independent director, and chairman of the nominating, compensation and audit committees. Mr. Drake is Co-Founder of Baringo Capital LLC, and was previously the CEO of a hybrid REIT, president of a private equity firm and the CEO of a leading management consulting firm.

Douglas A. Hacker – Mr. Hacker has extensive executive experience, having served in various executive roles with United Airlines and more recently as an independent business executive. Mr. Hacker also has experience on other boards of directors. As former chief financial officer of United Airlines, Mr. Hacker has significant experience in accounting and financial management, including in a public company setting.

145

Janet Langford Kelly – Ms. Kelly is Senior Vice President, General Counsel and Corporate Secretary for ConocoPhillips. Prior to joining ConocoPhillips Ms. Kelly held senior legal and leadership roles in other large corporations and law firms, including as a partner at the law firms Sidley & Austin and at Zelle, Hoffman, Voelbel, Mason and Gette. Ms. Kelly has previously served on the board of directors for a public company and various industry groups and non-profit organizations.

Nancy T. Lukitsh – Ms. Lukitsh has extensive executive experience in the financial services industries, particularly with respect to the marketing of investment products, having served as Senior Vice President, Partner and Director, Marketing for Wellington Management Company, LLP. Ms. Lukitsh has previously served as Chair of Wellington Management Portfolios (commingled investment pools designed for non-U.S. institutional investors) and as a director of other Wellington affiliates. In addition, she has previously served on the boards of directors of various non-profit organizations. She is also a Chartered Financial Analyst.

William E. Mayer – Mr. Mayer has significant executive and board experience with financial services and investment companies. Mr. Mayer, currently a partner at a private equity firm, also has significant executive experience and experience working in finance. Previously, Mr. Mayer was a professor and Dean of the College of Business and Management at the University of Maryland and was President and CEO of The First Boston Corporation.

David M. Moffett – Mr. Moffett has extensive executive and board of director experience, including serving on audit committees for public companies. Mr. Moffett was selected as CEO when the Federal Home Loan Mortgage Corporation was placed under conservatorship in 2008, and served as a consultant to its interim chief executive officer and the board of directors until 2009. Formerly, Mr. Moffett was the CFO of a large U.S. bank holding company where his responsibilities included trust and wealth management.

Charles R. Nelson – Dr. Nelson is an experienced investment company trustee, having served on the Board, and the boards of predecessor funds, since 1981. He served as Professor of Economics at the University of Washington from 1976 to 2011, he has written several books, authored numerous articles in economics and finance, and served on editorial boards of professional journals. He is a Fellow of the Econometric Society and his contributions were the subject of a conference at the Federal Reserve Bank of Atlanta in 2006. Additionally, he is an experienced consultant on economic and statistical matters.

John J. Neuhauser – Dr. Neuhauser is an experienced investment company trustee, having served on the Board since 1985 and on the boards of other investment companies. In addition to his board experience, Dr. Neuhauser has extensive executive experience. He is currently the President of Saint Michael’s College and has served in a variety of other leadership roles in higher education.

Patrick J. Simpson – Mr. Simpson is a partner in the Portland, Oregon office of Perkins Coie LLP, an international law firm. Mr. Simpson’s practice includes such relevant areas as corporate governance, corporate finance and securities law compliance.

Anne-Lee Verville – Ms. Verville has significant executive experience. Prior to her retirement in 1997, she held various leadership and executive roles with IBM Corporation. Ms. Verville has previously served on the board of directors for a public company and non-profit organizations.

William F. Truscott – Mr. Truscott has significant executive and board experience with financial services and investment companies. He has served as chairman of the board of the Investment Manager since May 2010 and since February 2012 has served as president. From 2001 to April 2010, Mr. Truscott served as the president, chairman of the board and chief investment officer of the Investment Manager. He has served as director of the Distributor since May 2010 and since February 2012 has served as chief executive officer. From 2008 to April 2010, Mr. Truscott served as chairman of the board and chief executive officer of the Distributor.

146

The following table provides additional biographical information about the Trustees as of the date of this SAI, including their principal occupations during the past five years, although their specific titles may have varied over the period. The mailing address of each Trustee is: c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110.

Independent Trustee Biographical Information

Name, Year of Birth
and Position Held with

the Trust

Year First Appointed
or Elected as Trustee
to any Fund
Currently in the
Columbia Funds
Complex or a
Predecessor Thereof

Principal
Occupation(s) During the

Past Five Years

Number of
Funds in the
Columbia
Funds
Complex
Overseen

Other Directorships Held by
Trustee
During the

Past Five Years

Rodman L. Drake
(Born 1943)
Trustee and Chairman of the Board

1994

Independent consultant since 2010; Co-Founder of Baringo Capital LLC (private equity) from 1997 to 2008; CEO of Crystal River Capital, Inc. (real estate investment trust) from 2003 to 2010

Jackson Hewitt Tax Service Inc. (tax preparation services) from 2004 to 2011; Student Loan Corporation (student loan provider) from 2005 to 2010; Celgene Corporation (global biotechnology company); The Helios Funds and Brookfield Funds (closed-end funds); Crystal River Capital, Inc. from 2005 to 2010; Parsons Brinckerhoff from 1995 to 2008; and Apex Silver Mines Ltd. from 2007 to 2009

Douglas A. Hacker
(Born 1955)
Trustee

1996

Independent business executive since May 2006; Executive Vice President – Strategy of United Airlines from December 2002 to May 2006; President of UAL Loyalty Services (airline marketing company) from September 2001 to December 2002; Executive Vice President and Chief Financial Officer of United Airlines from July 1999 to September 2001

Nash Finch Company (food distributor); Aircastle Limited (aircraft leasing); and SeaCube Container Leasing Ltd. (container leasing)

147

Name, Year of Birth
and Position Held with

the Trust

Year First Appointed
or Elected as Trustee
to any Fund
Currently in the
Columbia Funds
Complex or a
Predecessor Thereof

Principal Occupation(s) During the

Past Five Years

Number of
Funds in the
Columbia
Funds
Complex
Overseen

Other Directorships Held by
Trustee
During the

Past Five Years

Janet Langford Kelly
(Born 1957)
Trustee

1996

Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips (integrated energy company) since September 2007; Deputy General Counsel – Corporate Legal Services, ConocoPhillips from August 2006 to August 2007; Partner, Zelle, Hofmann, Voelbel, Mason & Gette LLP (law firm) from March 2005 to July 2006; Adjunct Professor of Law, Northwestern University from September 2004 to June 2006; Director, UAL Corporation (airline) from February 2006 to July 2006; Chief Administrative Officer and Senior Vice President, Kmart Holding Corporation (consumer goods) from September 2003 to March 2004

None

Nancy T. Lukitsh

(Born 1956)

Trustee

2011

Senior Vice President, Partner and Director, Marketing of Wellington Management Company, LLP (investment adviser) from 1997-2010; Chair, Wellington Management Investment Portfolios (commingled non-U.S. investment pools) (2007-2010); Director, Wellington Trust Company, NA and other Wellington affiliates (1997-2010)

None

William E. Mayer (Born 1940)
Trustee

1994

Partner, Park Avenue Equity Partners (private equity) since February 1999; Dean and Professor, College of Business and Management, University of Maryland from 1992 to 1996

DynaVox Inc. (speech creation); Lee Enterprises (print media); WR Hambrecht + Co. (financial service provider); and BlackRock Kelso Capital Corporation (investment company)

148

Name, Year of Birth
and Position Held with

the Trust

Year First Appointed
or Elected as Trustee
to any Fund
Currently in the
Columbia Funds
Complex or a
Predecessor Thereof

Principal
Occupation(s) During the

Past Five Years

Number of
Funds in the
Columbia
Funds
Complex
Overseen

Other Directorships Held by
Trustee
During the

Past Five Years

David M. Moffett

(Born 1952)

Trustee

2011

Retired. Chief Executive Officer, Federal Home Loan Mortgage Corporation, from 2008 to 2009; Senior Adviser, Global Financial Services Group, Carlyle Group, Inc., from 2007 to 2008; Vice Chairman and Chief Financial Officer, U.S. Bancorp, from 1993 to 2007

CIT Group Inc. (commercial and consumer finance); eBay Inc. (online trading community); MBIA Corp. (financial service provider); E.W. Scripps Co. (print and television media); Building Materials Holding Corp. (building materials and construction services); and University of Oklahoma Foundation

Charles R. Nelson
(Born 1942)
Trustee

1981

Retired. Professor Emeritus, University of Washington since 2011; Professor of Economics, University of Washington from 1976 to 2011; Ford and Louisa Van Voorhis Professor of Political Economy, University of Washington from 1993 to 2011; Adjunct Professor of Statistics, University of Washington from 1980 to 2011; Associate Editor, Journal of Money, Credit and Banking from September 1993 to 2008; consultant on econometric and statistical matters

None

John J. Neuhauser
(Born 1943)
Trustee

1984

President, Saint Michael’s College since August 2007; University Professor, Boston College from November 2005 to August 2007; Director or Trustee of several non-profit organizations, including Fletcher Allen Health Care, Inc.; Academic Vice President and Dean of Faculties, Boston College from August 1999 to October 2005

Liberty All-Star Equity Fund and Liberty All-Star Growth Fund (closed-end funds)

149

Name, Year of Birth
and Position Held with

the Trust

Year First Appointed
or Elected as Trustee
to any Fund
Currently in the
Columbia Funds
Complex or a
Predecessor Thereof

Principal
Occupation(s) During the

Past Five Years

Number of
Funds in the
Columbia
Funds
Complex
Overseen

Other Directorships Held by
Trustee
During the

Past Five Years

Patrick J. Simpson
(Born 1944)
Trustee

2000

Partner, Perkins Coie LLP (law firm)

None

Anne-Lee Verville
(Born 1945)
Trustee

1998

Retired. General Manager, Global Education Industry from 1994 to 1997; President – Application Systems Division from 1991 to 1994; Chief Financial Officer – US Marketing & Services from 1988 to 1991; and Chief Information Officer from 1987 to 1988, IBM Corporation (computer and technology)

Enesco Group, Inc. (producer of giftware and home and garden decor products) from 2001 to 2006

150

Interested Trustee Biographical Information

Name, Year of Birth
and Position Held with

the Trust

Year First Appointed
or Elected as Trustee
to any Fund
Currently in the
Columbia Funds
Complex or a
Predecessor Thereof

Principal
Occupation(s) During the

Past Five Years

Number of
Funds in the
Columbia
Funds
Complex
Overseen

Other Directorships Held by
Trustee
During the

Past Five Years

William F. Truscott

(Born 1960)

Trustee

2012

Chairman of the Board and President, Columbia Management Investment Advisers, LLC since May 2010 and February 2012, respectively (previously President, Chairman of the Board and Chief Investment Officer, from 2001 to April 2010); Chief Executive Officer, U.S. Asset Management & President, Annuities, Ameriprise Financial, Inc. since May 2010 (previously President – U.S. Asset Management and Chief Investment Officer from 2005 to April 2010, and Senior Vice President – Chief Investment Officer, from 2001 to 2005); Director, President and Chief Executive Officer, Ameriprise Certificate Company since 2006; Director and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since May 2010 and February 2012, respectively (previously Chairman of the Board and Chief Executive Officer from 2008 to April 2010); Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006.

None

151

Compensation

Trustees are compensated for their services to the Columbia Funds complex on a complex-wide basis, as shown in the table below. Mr. Truscott as an Interested Trustee receives no compensation from the Funds.


	Aggregate Compensation from Fund Independent Trustees
Fund	Rodman L. Drake ⁽¹⁾		John D. Collins ⁽²⁾		Douglas A. Hacker		Janet Langford Kelly		Nancy T. Lukitsh ⁽³⁾	William E. Mayer		David M. Moffett ⁽⁴⁾	Charles R. Nelson		John J. Neuhauser		Jonathan Piel ⁽⁵⁾		Patrick J. Simpson ⁽⁶⁾		Thomas C. Theobald ⁽⁷⁾	Anne-Lee Verville ⁽⁸⁾
*For Funds with fiscal year ending March 31*
Bond Fund	$	4,950	$	3,564	$	4,090	$	3,506	—	$	3,699	—	$	3,818	$	3,505	$	3,249	$	3,676	—	$	3,638
Amount deferred	$	1,810	$	1,680		—		—	—		—	—		—		—		—	$	3,263	—		—
Corporate Income Fund	$	4,113	$	2,976	$	3,426	$	2,941	—	$	3,099	—	$	3,139	$	2,932	$	2,722	$	3,077	—	$	3,043
Amount deferred	$	1,536	$	1,430		—		—	—		—	—		—		—		—	$	2,755	—		—
Emerging Markets Fund	$	3,584	$	2,585	$	2,964	$	2,545	—	$	2,680	—	$	2,715	$	2,543	$	2,358	$	2,662	—	$	2,639
Amount deferred	$	1,311	$	1,221		—		—	—		—	—		—		—		—	$	2,382	—		—
Energy and Natural Resources Fund	$	5,000	$	3,607	$	4,135	$	4,135	—	$	3,737	—	$	3,785	$	3,544	$	3,286	$	3,715	—	$	3,681
Amount deferred	$	1,827	$	1,703		—		—	—		—	—		—		—		—	$	3,320	—		—
Intermediate Bond Fund	$	12,902	$	9,303	$	10,676	$	9,169	—	$	9,658	—	$	9,779	$	9,156	$	2,724	$	3,217	—	$	3,092
Amount deferred	$	4,736	$	4,403		—		—	—		—	—		—		—		—	$	2,185	—		—
Pacific/Asia Fund	$	1,770	$	1,274	$	1,565	$	1,255	—	$	1,324	—	$	1,338	$	1,252	$	1,161	$	1,317	—	$	1,302
Amount deferred	$	649	$	602		—		—	—		—	—		—		—		—	$	1,172	—		—
Select Large Cap Growth Fund	$	12,797	$	12,797	$	10,536	$	8,970	—	$	9,519	—	$	9,580	$	8,990	$	8,316	$	9,478	—	$	9,354
Amount deferred	$	4,635	$	4,635		—		—	—		—	—		—		—		—	$	8,245	—		—
Select Small Cap Fund	$	4,488	$	3,244	$	3,718	$	3,195	—	$	3,361	—	$	3,420	$	3,189	$	2,960	$	3,338	—	$	3,311
Amount deferred	$	1,645	$	1,539		—		—	—		—	—		—		—		—	$	3,005	—		—
U.S Treasury Index Fund	$	3,545	$	2,558	$	2,935	$	2,521	—	$	2,655	—	$	2,689	$	2,518	$	2,335	$	2,636	—	$	2,611
Amount deferred	$	1,302	$	1,212		—		—	—		—	—		—		—		—	$	2,356	—		—
Value and Restructuring Fund	$	35,600	$	25,748	$	29,462	$	25,359	—	$	26,631	—	$	27,060	$	25,322	$	23,499	$	26,438	—	$	26,266
Amount deferred	$	13,003	$	12,190		—		—	—		—	—		—		—		—	$	23,880	—		—

*For Funds with fiscal year ending May 31*
High Yield Opportunity Fund	$	3,262	$	2,349	$	2,658	$	2,260	—	$	2,387	$399	$	2,425	$	2,295	$	2,107	$	2,370	—	$	2,389
Amount deferred	$	453	$	1,063	$	0	$	0	—	$	0	$ 0	$	0	$	0	$	0	$	1,828	—	$	0
International Bond Fund	$	1,722	$	1,241	$	1,405	$	1,195	—	$	1,262	$239	$	1,283	$	1,213	$	1,114	$	1,254	—	$	1,264
Amount deferred	$	250	$	565	$	0	$	0	—	$	0	$ 0	$	0	$	0	$	0	$	963	—	$	0
Strategic Income Fund	$	7,774	$	5,769	$	6,561	$	5,610	—	$	5,874	$399	$	6,052	$	5,605	$	5,210	$	5,813	—	$	5,863
Amount deferred	$	4,777	$	4,206	$	0	$	0	—	$	0	$ 0	$	0	$	0	$	0	$	5,813	—	$	0

152


	Aggregate Compensation from Fund Independent Trustees
Fund	Rodman L. Drake ⁽¹⁾		John D. Collins ⁽²⁾		Douglas A. Hacker		Janet Langford Kelly		Nancy T. Lukitsh ⁽³⁾		William E. Mayer		David M. Moffett ⁽⁴⁾		Charles R. Nelson		John J. Neuhauser		Jonathan Piel ⁽⁵⁾		Patrick J. Simpson ⁽⁶⁾		Thomas C. Theobald ⁽⁷⁾		Anne-Lee Verville ⁽⁸⁾
*For Funds with fiscal year ending June 30*
High Yield Municipal Fund	$	5,149	$	3,608	$	4,078	$	3,468		—	$	3,675	$	637	$	3,694	$	3,529	$	3,217	$	3,671		—	$	3,683
Amount deferred	$	754	$	1,482		—		—		—		—		—		—		—		—	$	3,671		—		—
Small Cap Value Fund I	$	8,671	$	6,078	$	6,861	$	5,838		—	$	6,182	$	1,121	$	6,217	$	5,943	$	5,415	$	6,177		—	$	6,205
Amount deferred	$	1,280	$	2,490		—		—		—		—		—		—		—		—	$	4,589		—		—

*For the Fund with fiscal year ending July 31*
Ultra Short Term Bond Fund	$	7,332	$	4,201	$	5,898	$	5,009	$	245	$	5,350	$	1,389	$	5,316	$	5,116	$	3,751	$	5,326		—	$	5,364
Amount deferred	$	1,310	$	2,017		—		—		—		—		—		—		—		—	$	3,532		—		—

*For Funds with fiscal year ending August 31*
Balanced Fund	$	3,473	$	1,674	$	2,799	$	2,377	$	328	$	2,534	$	605	$	2,566	$	2,474	$	1,520	$	2,510		—	$	2,547
Amount deferred	$	836	$	719	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	1,613		—	$	0
Greater China Fund	$	3,014	$	1,471	$	2,433	$	2,067	$	275	$	2,202	$	872	$	2,192	$	2,115	$	1,303	$	2,183		—	$	2,213
Amount deferred	$	727	$	634	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	1,412		—	$	0
Mid Cap Growth Fund	$	8,120	$	4,114	$	6,530	$	5,976	$	764	$	5,908	$	2,322	$	6,131	$	5,684	$	3,479	$	5,855		—	$	5,945
Amount deferred	$	1,982	$	1,861	$	0	$	0		—	$	0	$	0	$	0	$	0	$	0	$	3,757		—	$	0
Oregon Intermediate Municipal Bond Fund	$	4,261	$	2,203	$	3,601	$	2,959	$	351	$	3,148	$	1,123	$	3,269	$	3,024	$	1,967	$	3,125		—	$	3,298
Amount deferred	$	980	$	1,024	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	2,081		—	$	0
Small Cap Growth Fund I	$	6,551	$	3,123	$	5,268	$	4,476	$	639	$	4,300	$	1,927	$	4,747	$	4,590	$	2,766	$	4,718		—	$	4,798
Amount deferred	$	1,556	$	1,332	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	3,010		—	$	0
Strategic Investor Fund	$	5,790	$	2,860	$	4,665	$	3,961	$	516	$	4,222	$	1,605	$	4,202	$	4,053	$	2,533	$	4,189		—	$	4,244
Amount deferred	$	1,355	$	1,227	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	2,721		—	$	0
Technology Fund	$	3,170	$	1,545	$	2,559	$	2,173	$	292	$	2,316	$	910	$	2,305	$	2,223	$	1,369	$	2,296		—	$	2,327
Amount deferred	$	756	$	667	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	1,490		—	$	0

*For Funds with fiscal year ending September 30*
Contrarian Core Fund	$	5,003	$	2,496	$	4,093	$	3,410	$	493	$	3,631	$	1,484	$	3,698	$	3,498.00	$	2,097	$	3,613		—	$	3,758
Amount deferred	$	1,704	$	1,152		—		—		—		—		—		—		—		—	$	2,310		—		—
Dividend Income Fund	$	14,782	$	7,436	$	12,051	$	10,047	$	1,418	$	10,697	$	4,259	$	10,881	$	10,311	$	6,259	$	10,654		—	$	11,065
Amount deferred	$	4,994	$	3,387		—		—		—		—		—		—		—		—	$	6,788		—		—
Large Cap Growth Fund	$	8,377	$	4,369	$	6,865	$	5,713	$	739	$	6,083	$	2,307	$	6,204	$	5,848	$	3,665	$	6,073		—	$	6,303
Amount deferred	$	2,875	$	2,018		—		—		—		—		—		—		—		—	$	3,957		—		—
Small Cap Core Fund	$	5,292	$	2,670	$	4,335	$	3,611	$	511	$	3,843	$	1,546	$	3,918	$	3,700	$	2,240	$	3,828		—	$	3,981
Amount deferred	$	1,247	$	1,237		—		—		—		—		—		—		—		—	$	2,466		—		—

153


	Aggregate Compensation from Fund Independent Trustees
Fund	Rodman L. Drake ⁽¹⁾		John D. Collins ⁽²⁾		Douglas A. Hacker		Janet Langford Kelly		Nancy T. Lukitsh ⁽³⁾		William E. Mayer		David M. Moffett ⁽⁴⁾		Charles R. Nelson		John J. Neuhauser		Jonathan Piel ⁽⁵⁾		Patrick J. Simpson ⁽⁶⁾		Thomas C. Theobald ⁽⁷⁾		Anne-Lee Verville ⁽⁸⁾
*For Funds with fiscal year ending October 31*
CA Tax-Exempt Fund	$	3,593	$	1,280	$	2,947	$	2,369	$	866	$	2,620	$	1,548	$	2,526	$	2,443	$	1,116	$	2,618		—	$	2,583
Amount deferred	$	935	$	576		—		—		—		—		—		—		—		—	$	1,377		—		—
CT Intermediate Municipal Bond Fund	$	3,030	$	1,173	$	2,551	$	2,018	$	725	$	2,225	$	1,303	$	2,204	$	2,080	$	965	$	2,219		—	$	2,252
Amount deferred	$	777	$	602		—		—		—		—		—		—		—		—	$	1,192		—		—
CT Tax-Exempt Fund	$	2,316	$	774	$	1,896	$	1,529	$	596	$	1,687	$	1,052	$	1,630	$	1,579	$	676	$	1,678		—	$	1,666
Amount deferred	$	607	$	351		—		—		—		—		—		—		—		—	$	876		—		—
Intermediate Municipal Bond Fund	$	12,977	$	5,531	$	10,962	$	8,621	$	2,699	$	9,544	$	5,070	$	9,428	$	8,872	$	4,558	$	9,587		—	$	9,638
Amount deferred	$	3,292	$	2,780		—		—		—		—		—		—		—		—	$	5,214		—		—
MA Intermediate Municipal Bond Fund	$	3,600	$	1,404	$	2,723	$	2,396	$	851	$	2,642	$	1,532	$	2,616	$	2,470	$	1,155	$	2,637		—	$	2,673
Amount deferred	$	921	$	716		—		—		—		—		—		—		—		—	$	1,416		—		—
MA Tax-Exempt Fund	$	2,486	$	835	$	2,036	$	1,641	$	630	$	1,812	$	1,117	$	1,749	$	1,694	$	736	$	1,804		—	$	1,788
Amount deferred	$	651	$	835		—		—		—		—		—		—		—		—	$	943		—		—
NY Intermediate Municipal Bond Fund	$	3,366	$	1,320	$	2,834	$	2,241	$	792	$	2,471	$	1,433	$	2,448	$	2,310	$	1,086	$	2,467		—	$	2,501
Amount deferred	$	862	$	674		—		—		—		—		—		—		—		—	$	1,326		—		—
NY Tax-Exempt Fund	$	2,237	$	728	$	1,829	$	1,477	$	595	$	1,628	$	1,031	$	1,574	$	1,526	$	636	$	1,617		—	$	1,609
Amount deferred	$	586	$	196		—		—		—		—		—		—		—		—	$	840		—		—

*For the Fund with fiscal year ended November 30*
Tax-Exempt Fund	$	13,669	$	10,459	$	11,436	$	10,290		—	$	10,319		—	$	11,075	$	10,156	$	9,507	$	10,127	$	1,796	$	10,633
Amount deferred	$	1,128	$	5,269	$	0	$	0		—	$	0		—	$	0	$	0	$	0	$	10,127	$	0	$	0

*For the Fund with fiscal period ended December 31*
Real Estate Equity Fund		$3,081		$2,290		$2,556		$2,250		—		$2,289		—		$2,417		$2,219		$2,069		$2,290		$254		$2,336
Amount deferred				$2,138						—				—								$2,290

^1.	At fiscal year ended October 31, 2011, Mr. Drake deferred $73,000 of his total compensation from the Columbia Fund Complex pursuant to the deferred compensation plan. At December 31, 2011, the value of Mr. Drake’s account under the deferred compensation plan was $327,876.

^2.

At fiscal year ended October 31, 2011, Mr. Collins deferred $50,500 of his total compensation from the Columbia Fund Complex pursuant to the deferred compensation plan. At December 31, 2011, the value of Mr. Collins’ account under the deferred compensation plan was $387,373. Mr. Collins served as a Trustee of the Trust until May 2011.

^3.	Ms. Lukitsh began serving as a Trustee of the Trust in August 2011.

^4.	Mr. Moffett began serving as a Trustee of the Trust in May 2011.

^5.	Mr. Piel served as a Trustee of the Trust until May 2011.

^6.	At fiscal year ended October 31, 2011, Mr. Simpson deferred $111,500 of his total compensation from the Columbia Fund Complex pursuant to the deferred compensation plan. At December 31, 2011, the value of Mr. Simpson account under the deferred compensation plan was $1,393,816.

^7.	At December 31, 2011, the value of Mr. Theobald’s account under the deferred compensation plan was $415,357. Mr. Theobald served as a Trustee of the Trust until February 2010.

At December 31, 2011, the value of Ms. Verville’s account under the deferred compensation plan was $735,096

154

William F. Truscott, the Interested Trustee, is not compensated by the Funds for his services on the Board.

Independent Trustee Compensation for the Fiscal Year Ended October 31, 2011


Name of Trustee	Total Compensation from the Columbia Funds Complex Paid to Independent Trustees for the Fiscal Year Ended October 31, 2011*
Rodman L. Drake	$	290,000
John D. Collins ^a	$	110,500
Douglas A. Hacker	$	238,516
Janet Langford Kelly	$	191,000
Nancy T. Lukitsh ^b	$	66,557
William E. Mayer	$	211,016
David Moffett ^c	$	115,758
Charles R. Nelson	$	205,000
John J. Neuhauser	$	197,000
Jonathan Piel ^d	$	94,500
Patrick J. Simpson	$	211,500
Anne-Lee Verville	$	210,000

*	All Trustees receive reimbursements for reasonable expenses related to their attendance at meetings of the Board or standing committees, which are not included in the amounts shown.

^a	Mr. Collins served as a Trustee of the Trust until May 2011.

^b	Ms. Lukitsh began serving as a Trustee of the Trust in August 2011.

^c	Mr. Moffett began serving as a Trustee of the Trust in May 2011.

^d	Mr. Piel served as a Trustee of the Trust until May 2011.

Interested Trustee Compensation for the Fiscal Year Ended October 31, 2011


Name of Trustee	Total Compensation from the Columbia Funds Complex Paid to Interested Trustee for the Fiscal Year Ended October 31, 2011*
William F. Truscott	$	0

*	Mr. Truscott receives reimbursements for reasonable expenses related to his attendance at the meeting of the Board or standing committees, which are not included in the amounts shown. Mr. Truscott became a Trustee in March 2012.

Columbia Funds Deferred Compensation Plan

Under the terms of the Deferred Fee Agreement (the Deferred Compensation Plan), each eligible Trustee may elect, on an annual basis, to defer receipt of all or a portion of compensation payable to him or her for service as Trustee for that calendar year (expressly, a Trustee may elect to defer his/her annual retainer, his/her attendance fees, or both components, which together comprise total compensation for service). Fees deferred by a Trustee are credited to a book reserve account (the Deferral Account) established by the Columbia Funds, the value of which is derived from the rate of return of one or more Columbia Funds selected by the Trustee (with accruals to the Deferral Account beginning at such time as a Trustee’s fund elections having been established, and proceeds for service having been paid into such account, and terminating at such time as when proceeds become payable to such Trustee under the Deferred Compensation Plan). Trustees may change their fund elections only in accordance with the provisions of the Deferred Compensation Plan.

Distributions from a Trustee’s Deferral Account will be paid by check, either in a lump sum or in annual installments. Payments made in annual installments are disbursed over a period of up to ten years, following such time as a Trustee may qualify to receive such payments. If a deferring Trustee dies prior to or after the commencement of the disbursement of amounts accrued in his/her Deferral Account, the balance of the account

155

will be distributed to his/her designated beneficiary either in lump sum or in annual payments as established by such Trustee himself/herself, his/her beneficiary or his/her estate. Amounts payable under the Deferred Compensation Plan are not funded or secured in any way, and each deferring Trustee has the status of an unsecured creditor of the Columbia Fund(s) from which compensation has been deferred.

Beneficial Equity Ownership

The tables below show, for each Independent Trustee, the amount of Fund equity securities beneficially owned by the Trustee and the aggregate value of all investments in equity securities of the Columbia Funds Family overseen by the Trustee, stated as one of the following ranges: A = $0; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000. The tables do not include ownership of Columbia Funds overseen by other boards of trustees/directors.

Independent Trustee Ownership for the Calendar Year Ended December 31, 2011

Fund

Rodman L.
Drake

Douglas A.
Hacker

Janet Langford
Kelly

Nancy T.
Lukitsh

William E.
Mayer

David
Moffett

Charles R.
Nelson

AP – Alternative Strategies Fund

AP – Core Plus Bond Fund

AP – Select Large Cap Growth Fund

AP – Small Cap Equity Fund

Balanced Fund

Bond Fund

CA Tax-Exempt Fund

CT Intermediate Municipal Bond Fund

CT Tax-Exempt Fund

Contrarian Core Fund

Corporate Income Fund

Dividend Income Fund

Emerging Markets Fund

Energy and Natural Resources Fund

Greater China Fund

High Yield Municipal Fund

High Yield Opportunity Fund

Intermediate Bond Fund

Intermediate Municipal Bond Fund

International Bond Fund

Large Cap Growth Fund

MA Intermediate Municipal Bond Fund

MA Tax-Exempt Fund

Mid Cap Growth Fund

NY Intermediate Municipal Bond Fund

NY Tax-Exempt Fund

Oregon Intermediate Municipal Bond Fund

Pacific/Asia Fund

Real Estate Equity Fund

Select Large Cap Growth Fund

Select Small Cap Fund

Small Cap Core Fund

Small Cap Growth Fund I

Small Cap Value Fund I

Strategic Income Fund

Strategic Investor Fund

Tax-Exempt Fund

Technology Fund

Ultra Short Term Bond Fund

U.S. Treasury Index Fund

Value and Restructuring Fund

156

Fund

Rodman L.
Drake

Douglas A.
Hacker

Janet Langford
Kelly

Nancy T.
Lukitsh

William E.
Mayer

David
Moffett

Charles R.
Nelson

Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Family Overseen by the Trustee

¹	Includes the value of compensation payable under the Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Family overseen by the Trustee as specified by each Trustee.

Independent Trustee Ownership for the Calendar Year Ended December 31, 2011

Fund

John J.
Neuhauser

Patrick J
Simpson

Anne–Lee
Verville

AP – Alternative Strategies Fund

AP – Core Plus Bond Fund

AP – Select Large Cap Growth Fund

AP – Small Cap Equity Fund

Balanced Fund

Bond Fund

CA Tax-Exempt Fund

CT Intermediate Municipal Bond Fund

CT Tax-Exempt Fund

Contrarian Core Fund

Corporate Income Fund

Dividend Income Fund

Emerging Markets Fund

Energy and Natural Resources Fund

Greater China Fund

High Yield Municipal Fund

High Yield Opportunity Fund

Intermediate Bond Fund

Intermediate Municipal Bond Fund

International Bond Fund

Large Cap Growth Fund

MA Intermediate Municipal Bond Fund

MA Tax-Exempt Fund

Mid Cap Growth Fund

NY Intermediate Municipal Bond Fund

NY Tax-Exempt Fund

Oregon Intermediate Municipal Bond Fund

Pacific/Asia Fund

Real Estate Equity Fund

Select Large Cap Growth Fund

Select Small Cap Fund

Small Cap Core Fund

Small Cap Growth Fund I

Small Cap Value Fund I

Strategic Income Fund

Strategic Investor Fund

Tax-Exempt Fund

Technology Fund

Ultra Short Term Bond Fund

U.S. Treasury Index Fund

Value and Restructuring Fund

Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Family Overseen by the Trustee

¹	Includes the value of compensation payable under the Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Family overseen by the Trustee as specified by each Trustee.

157

Interested Trustee Ownership for the Calendar Year Ended December 31, 2011


Fund	William F. Truscott
AP – Alternative Strategies Fund		A
AP – Core Plus Bond Fund		A
AP – Select Large Cap Growth Fund		A
AP – Small Cap Equity Fund		A
Balanced Fund		A
Bond Fund		A
CA Tax-Exempt Fund		A
CT Intermediate Municipal Bond Fund		A
CT Tax-Exempt Fund		A
Contrarian Core Fund		D
Corporate Income Fund		C
Dividend Income Fund		C
Emerging Markets Fund		C
Energy and Natural Resources Fund		A
Greater China Fund		A
High Yield Municipal Fund		A
High Yield Opportunity Fund		A
Intermediate Bond Fund		A
Intermediate Municipal Bond Fund		A
International Bond Fund		A
Large Cap Growth Fund		A
MA Intermediate Municipal Bond Fund		A
MA Tax-Exempt Fund		A
Mid Cap Growth Fund		C
NY Intermediate Municipal Bond Fund		A
NY Tax-Exempt Fund		A
Oregon Intermediate Municipal Bond Fund		A
Pacific/Asia Fund		A
Real Estate Equity Fund		A
Select Large Cap Growth Fund		C
Select Small Cap Fund		A
Small Cap Core Fund		C
Small Cap Growth Fund I		A
Small Cap Value Fund I		A
Strategic Income Fund		E
Strategic Investor Fund		A
Tax-Exempt Fund		A
Technology Fund		A
Ultra Short Term Bond Fund		A
U.S. Treasury Index Fund		A
Value and Restructuring Fund		A
Aggregate Dollar Range of Equity Securities in all Funds in the Columbia Funds Family Overseen by the Trustee		E

Ownership of Funds by Trustees and Officers

As of January 31, 2012, the Trustees and Officers of the Trust, as a group, beneficially owned less than 1% of each class of shares of each Fund, except as set forth in the table below:


Fund	Class		Percent of Class Beneficially Owned
Greater China Fund		Class Z		1.71	%

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The Officers

The following table provides basic information about the Officers of the Trust as of the date of this SAI, including their principal occupations during the past five years, although their specific titles may have varied over the period. The mailing address of each Officer is: c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110. In addition to Mr. Truscott, who is a Senior Vice President, the other Officers of the Trust are:

Officer Biographical Information


Name and Year of Birth	Position with the Trust	Year First Elected or Appointed to Office		Principal Occupation(s) During the Past Five Years
J. Kevin Connaughton (Born 1964)	President		2009	Senior Vice President and General Manager – Mutual Fund Products, Columbia Management Investment Advisers, LLC since May 2010; President, Columbia Funds, since 2009, and RiverSource Funds, since May 2010 (previously Senior Vice President and Chief Financial Officer, Columbia Funds, from June 2008 to January 2009, Treasurer, Columbia Funds, from October 2003 to May 2008, and senior officer of various other affiliated funds since 2000); Managing Director, Columbia Management Advisors, LLC from December 2004 to April 2010.

Michael G. Clarke (Born 1969)	Treasurer and Chief Financial Officer		2009	Vice President, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Fund Administration, Columbia Management Advisors, LLC, from September 2004 to April 2010; senior officer of Columbia Funds and affiliated funds since 2002.

Scott R. Plummer (Born 1959)	Senior Vice President and Chief Legal Officer and Assistant Secretary		2010	Senior Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since June 2005; Vice President and Lead Chief Counsel – Asset Management, Ameriprise Financial, Inc. since May 2010 (previously Vice President and Chief Counsel – Asset Management, from 2005 to April 2010, and Vice President – Asset Management Compliance from 2004 to 2005); Vice President, Chief Counsel and Assistant Secretary, Columbia Management Investment Distributors, Inc. since 2008; Vice President, General Counsel and Secretary, Ameriprise Certificate Company since 2005; Chief Counsel, RiverSource Distributors, Inc. since 2006; senior officer of Columbia Funds and affiliated funds since 2006.

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Name and Year of Birth	Position with the Trust	Year First Elected or Appointed to Office	Principal Occupation(s) During the Past Five Years
Linda J. Wondrack (Born 1964)	Senior Vice President and Chief Compliance Officer	2007	Vice President and Chief Compliance Officer, Columbia Management Investment Advisers, LLC since May 2010; Chief Compliance Officer, Columbia Funds since 2007, and RiverSource Funds, since May 2010; Director (Columbia Management Group, LLC and Investment Product Group Compliance), Bank of America, from June 2005 to April 2010; Director of Corporate Compliance and Conflicts Officer of MFS Investment Management (investment management) from August 2004 to May 2005.

Colin Moore (Born 1958)	Senior Vice President	2010	Director and Chief Investment Officer, Columbia Management Investment Advisers, LLC since May 2010; Manager, Managing Director and Chief Investment Officer of Columbia Management Advisors, LLC from 2007 to April 2010; Head of Equities, Columbia Management Advisors, LLC from 2002 to 2007.

Amy Johnson (Born 1965)	Vice President	2010	Senior Vice President and Chief Operating Officer, Columbia Management Investment Advisers, LLC since May 2010 (previously Chief Administrative Officer, from 2009 until April 2010, Vice President – Asset Management and Trust Company Services, from 2006 to 2009, and Vice President – Operations and Compliance from 2004 to 2006).

Paul D. Pearson (Born 1956)	Vice President and Assistant Treasurer	2011	Vice President, Investment Accounting, Columbia Management Investment Advisers, LLC, since May 2010; Vice President, Managed Assets, Investment Accounting, Ameriprise Financial Corporation.

Joseph F. DiMaria (Born 1968)	Vice President and Chief Accounting Officer	Treasurer since 2009 and Chief Accounting Officer since 2008	Vice President, Mutual Fund Administration, Columbia Management Investment Advisers, LLC, since May 2010; Director of Fund Administration, Columbia Management Advisors, LLC from January 2006 to April 2010; Head of Tax/Compliance and Assistant Treasurer, Columbia Management Advisors, LLC, from November 2004 to December 2005.

Stephen T. Welsh (Born 1957)	Vice President	2006	President and Director, Columbia Management Investment Services Corp. since May 2010; President and Director, Columbia Management Services, Inc. from July 2004 to April 2010; Managing Director, Columbia Management Distributors, Inc. from August 2007 to April 2010.

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Name and Year of Birth	Position with the Trust	Year First Elected or Appointed to Office	Principal Occupation(s) During the Past Five Years
Paul B. Goucher (Born 1968)	Vice President and Assistant Secretary	2010	Vice President and Chief Counsel of Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel from November 2008 to January 2010); Director, Managing Director and General Counsel of J. & W. Seligman & Co. Incorporated (Seligman) from July 2008 to November 2008 and Managing Director and Associate General Counsel of Seligman from January 2005 to July 2008.

Christopher O. Petersen (Born 1970)	Vice President and Secretary	2010	Vice President and Chief Counsel, Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel or Counsel from April 2004 to January 2010); officer of Columbia Funds and affiliated funds since 2007.

Michael E. DeFao (Born 1968)	Vice President and Assistant Secretary	2011	Vice President and Chief Counsel, Ameriprise Financial since May 2010; Associate General Counsel Bank of America from June 2005 to April 2010.

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BROKERAGE ALLOCATION AND OTHER PRACTICES

General Brokerage Policy, Brokerage Transactions and Broker Selection

Subject to policies established by the Board, the Investment Manager (or the investment subadviser(s) who make the day-to-day investment decisions for a Fund, as applicable) is responsible for decisions to buy and sell securities for each Fund, for the selection of broker-dealers, for the execution of a Fund’s securities transactions and for the allocation of brokerage commissions in connection with such transactions. The Investment Manager’s primary consideration in effecting a security transaction is to obtain the best net price and the most favorable execution of the order. Purchases and sales of securities on a securities exchange are effected through brokers who charge negotiated commissions for their services. Orders may be directed to any broker to the extent and in the manner permitted by applicable law.

In the over-the-counter market, securities generally are traded on a “net” basis with dealers acting as principals for their own accounts without stated commissions, although the price of a security usually includes a profit to the dealer. In underwritten offerings, securities are bought at a fixed price that includes an amount of compensation to the underwriter, generally referred to as the underwriter’s “concession” or “discount.” On occasion, certain money market instruments may be bought directly from an issuer, in which case no commissions or discounts are paid.

In placing orders for portfolio securities of the Funds, the Investment Manager gives primary consideration to obtaining the best net prices and most favorable execution. This means that the Investment Manager will seek to execute each transaction at a price and commission, if any, which provides the most favorable total cost or proceeds reasonably attainable in the circumstances. In seeking such execution, the Investment Manager will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including, without limitation, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer, the reputation, reliability, experience and financial condition of the broker-dealer, the value and quality of the services rendered by the broker-dealer in this instance and other transactions and the reasonableness of the spread or commission, if any. Research services received from broker-dealers supplement the Investment Manager’s own research and may include the following types of information: statistical and background information on industry groups and individual companies; forecasts and interpretations with respect to U.S. and foreign economies, securities, markets, specific industry groups and individual companies; information on political developments; Fund management strategies; performance information on securities and information concerning prices of securities; and information supplied by specialized services to the Investment Manager and to the Board with respect to the performance, investment activities and fees and expenses of other mutual funds. Such information may be communicated electronically, orally or in written form. Research services also may include the arranging of meetings with management of companies and the provision of access to consultants who supply research information.

The outside research is useful to the Investment Manager since, in certain instances, the broker-dealers utilized by the Investment Manager may follow a different universe of securities issuers and other matters than those that the Investment Manager’s staff can follow. In addition, this research provides the Investment Manager with a different perspective on financial markets, even if the securities research obtained relates to issues followed by the Investment Manager. Research services that are provided to the Investment Manager by broker-dealers are available for the benefit of all accounts managed or advised by the Investment Manager. In some cases, the research services are available only from the broker-dealer providing such services. In other cases, the research services may be obtainable from alternative sources. The Investment Manager is of the opinion that because the broker-dealer research supplements rather than replaces the Investment Manager’s own research, the receipt of such research does not tend to decrease the Investment Manager’s expenses, but tends to improve the quality of its investment advice. However, to the extent that the Investment Manager would have bought any such research services had such services not been provided by broker-dealers, the expenses of such services to

162

the Investment Manager could be considered to have been reduced accordingly. Certain research services furnished by broker-dealers may be useful to the clients of the Investment Manager other than the Funds. Conversely, any research services received by the Investment Manager through the placement of transactions of other clients may be of value to the Investment Manager in fulfilling its obligations to the Funds. The Investment Manager is of the opinion that this material is beneficial in supplementing its research and analysis; and, therefore, it may benefit the Trust by improving the quality of the Investment Manager’s investment advice. The advisory fees paid by the Trust are not reduced because the Investment Manager receives such services.

Under Section 28(e) of the 1934 Act, the Investment Manager shall not be “deemed to have acted unlawfully or to have breached its fiduciary duty” solely because under certain circumstances it has caused the account to pay a higher commission than the lowest available. To obtain the benefit of Section 28(e), the Investment Manager must make a good faith determination that the commissions paid are “reasonable in relation to the value of the brokerage and research services provided by such member, broker, or dealer, viewed in terms of either that particular transaction or his overall responsibilities with respect to the accounts as to which he exercises investment discretion.” Accordingly, the price to a Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Some broker-dealers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by the Investment Manager’s clients, including the Funds.

Commission rates are established pursuant to negotiations with broker-dealers based on the quality and quantity of execution services provided by broker-dealers in light of generally prevailing rates. On exchanges on which commissions are negotiated, the cost of transactions may vary among different broker-dealers. Transactions on foreign stock exchanges involve payment of brokerage commissions that generally are fixed. Transactions in both foreign and domestic over-the-counter markets generally are principal transactions with dealers, and the costs of such transactions involve dealer spreads rather than brokerage commissions. With respect to over-the-counter transactions, the Investment Manager, where possible, will deal directly with dealers who make a market in the securities involved, except in those circumstances in which better prices and execution are available elsewhere.

In certain instances there may be securities that are suitable for a Fund as well as for one or more of the other clients of the Investment Manager. Investment decisions for the Funds and for the Investment Manager’s other clients are made with the goal of achieving their respective investment objectives. A particular security may be bought or sold for only one client even though it may be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. Some simultaneous transactions are inevitable when a number of accounts receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are engaged simultaneously in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. In some cases, this policy could have a detrimental effect on the price or volume of the security in a particular transaction that may affect the Funds.

The Funds may participate, if and when practicable, in bidding for the purchase of portfolio securities directly from an issuer in order to take advantage of the lower purchase price available to members of a bidding group. A Fund will engage in this practice, however, only when the Investment Manager, in its sole discretion, believes such practice to be otherwise in such Fund’s interests.

The Trust will not execute portfolio transactions through, or buy or sell portfolio securities from or to, the Distributor, the Investment Manager, the Administrator or their affiliates acting as principal (including repurchase and reverse repurchase agreements), except to the extent permitted by applicable law, regulation or order. However, the Investment Manager is authorized to allocate buy and sell orders for portfolio securities to certain broker-dealers and financial institutions, including, in the case of agency transactions, broker-dealers and

163

financial institutions that are affiliated with Ameriprise Financial. To the extent that a Fund executes any securities trades with an affiliate of Ameriprise Financial, such Fund does so in conformity with Rule 17e-1 under the 1940 Act and the procedures that such Fund has adopted pursuant to the rule. In this regard, for each transaction, the Board will determine that: (i) the transaction resulted in prices for and execution of securities transactions at least as favorable to the particular Fund as those likely to be derived from a non-affiliated qualified broker-dealer; (ii) the affiliated broker-dealer charged the Fund commission rates consistent with those charged by the affiliated broker-dealer in similar transactions to clients comparable to the Fund and that are not affiliated with the broker-dealer in question; and (iii) the fees, commissions or other remuneration paid by the Fund did not exceed 2% of the sales price of the securities if the sale was effected in connection with a secondary distribution, or 1% of the purchase or sale price of such securities if effected in other than a secondary distribution.

Certain affiliates of Ameriprise Financial may have deposit, loan or commercial banking relationships with the corporate users of facilities financed by industrial development revenue bonds or private activity bonds bought by certain of the Columbia Funds. Ameriprise Financial or certain of its affiliates may serve as trustee, custodian, tender agent, guarantor, placement agent, underwriter, or in some other capacity, with respect to certain issues of securities. Under certain circumstances, a Fund may buy securities from a member of an underwriting syndicate in which an affiliate of Ameriprise Financial is a member. The Trust has adopted procedures pursuant to Rule 10f-3 under the 1940 Act, and intends to comply with the requirements of Rule 10f-3, in connection with any purchases of municipal securities that may be subject to Rule 10f-3.

Given the breadth of the Investment Manager’s investment management activities, investment decisions for the Funds are not always made independently from those for other funds, or other investment companies and accounts advised or managed by the Investment Manager. When a purchase or sale of the same security is made at substantially the same time on behalf of one or more of the Columbia Funds and another investment portfolio, investment company or account, the transaction will be averaged as to price and available investments allocated as to amount in a manner which the Investment Manager believes to be equitable to the Funds and such other funds, investment portfolio, investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained or sold by the Fund. To the extent permitted by law, the Investment Manager may aggregate the securities to be sold or bought for the Funds with those to be sold or bought for other funds, investment portfolios, investment companies, or accounts in executing transactions.

Brokerage Commissions

The following charts reflect the amounts of brokerage commissions paid by the Funds for the three most recently completed fiscal years, except as otherwise indicated. In certain instances, the Funds may pay brokerage commissions to broker-dealers that are affiliates of Ameriprise Financial. As indicated above, all such transactions involving the payment of brokerage commissions to affiliates are done in compliance with Rule 17e-1 under the 1940 Act.

Aggregate Brokerage Commissions Paid by the Funds

The following charts reflect the aggregate amount of brokerage commissions paid by the Funds for the three most recent fiscal years, except as otherwise indicated. Differences, year to year, in the amount of brokerage commissions paid by a Fund were primarily the result of increased market volatility as well as shareholder purchase and redemption activity in the Fund.


Fund	Fiscal Year Ended March 31, 2011		Fiscal Year Ended March 31, 2010		Fiscal Year Ended March 31, 2009
Bond Fund	$	18,600		—	$	7,631
Corporate Income Fund	$	20,513	$	16,910	$	40,205

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Fund	Fiscal Year Ended March 31, 2011		Fiscal Year Ended March 31, 2010		Fiscal Year Ended March 31, 2009
Emerging Markets Fund	$	1,685,409	$	1,613,790	$	1,857,556
Energy and Natural Resources Fund	$	6,137,174	$	4,604,246	$	4,051,236
Intermediate Bond Fund	$	173,845	$	72,932	$	160,852
Pacific/Asia Fund	$	136,259	$	121,276	$	249,437
Select Large Cap Growth Fund	$	2,329,422	$	1,269,007	$	1,221,132
Select Small Cap Fund	$	997,850
U.S. Treasury Index Fund	$	—		—		—
Value and Restructuring Fund	$	3,324,224	$	2,433,201	$	4,287,837


Fund	Fiscal Year Ended May 31, 2011		Fiscal Year Ended May 31, 2010		Fiscal Year Ended May 31, 2009
High Yield Opportunity Fund		—		—		—
International Bond Fund	$	60	$	7,557		—
Strategic Income Fund	$	86,139		—		—


Fund	Fiscal Year Ended June 30, 2011		Fiscal Year Ended June 30, 2010		Fiscal Year Ended June 30, 2009
High Yield Municipal Fund		—		—	$	7,745
Small Cap Value Fund I	$	1,708,280	$	1,771,335	$	1,761,043

Fund

Fiscal Year Ended
July 31, 2011

Fiscal Year Ended
July 31, 2010

Fiscal Year Ended
July 31, 2009

Ultra Short Term Bond Fund

—


Fund	Fiscal Year Ended August 31, 2011		Fiscal Year Ended August 31, 2010		Fiscal Year Ended August 31, 2009
Balanced Fund	$	498,630	$	1,940	$	358,996
Greater China Fund	$	326,213	$	495,486	$	505,856
Mid Cap Growth Fund	$	3,716,464	$	3,436,137	$	4,070,265
Oregon Intermediate Municipal Bond Fund		—		—	$	358,996
Small Cap Growth Fund I	$	3,227,355	$	4,948,857	$	2,979,089
Strategic Investor Fund	$	1,325,739	$	1,505,109	$	2,168,357
Technology Fund	$	1,388,641	$	1,507,722	$	1,797,853


Fund	Fiscal Year Ended September 30, 2011		Fiscal Year Ended September 30, 2010		Fiscal Year Ended September 30, 2009
Contrarian Core Fund	$	1,488,918	$	961,464	$	1,108,739
Dividend Income Fund	$	1,118,331	$	943,668	$	1,224,272
Large Cap Growth Fund	$	3,408,197	$	2,815,647	$	3,113,714
Small Cap Core Fund	$	748,746	$	710,492	$	401,075


Fund	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010		Fiscal Year Ended October 31, 2009
CA Tax-Exempt Fund		—		—		—
CT Intermediate Municipal Bond Fund		—		—		—
CT Tax-Exempt Fund		—		—	$	215
Intermediate Municipal Bond Fund		—		—		—
MA Intermediate Municipal Bond Fund		—		—		—

165


Fund	Fiscal Year Ended October 31, 2011		Fiscal Year Ended October 31, 2010		Fiscal Year Ended October 31, 2009
MA Tax-Exempt Fund		—		—	$	306
NY Intermediate Municipal Bond Fund		—		—		—
NY Tax-Exempt Fund		—		—	$	150


Fund	Fiscal Year Ended November 30, 2010		Fiscal Year Ended November 30, 2009		Fiscal Year Ended November 30, 2008
Tax-Exempt Fund		—		—	$	32,513


Fund	Fiscal Year Ended December 31, 2010		Fiscal Period Ended December 31, 2009		Fiscal Year Ended August 21, 2009		Fiscal Year Ended August 31, 2008
Real Estate Equity Fund	$	769,811	$	205,056	$	770,227	$	575,797

Brokerage Commissions Paid by the Funds to Certain Broker-Dealers

With the exception of Contrarian Core Fund, each Fund paid no brokerage commissions to affiliated broker-dealers for such Fund’s three most recently completed fiscal years. Contrarian Core Fund paid brokerage commissions to certain broker-dealers for its most recently completed fiscal year, as indicated in the following table:


Fund	Broker-Dealer*	Aggregate Brokerage Commission Paid		Percentage of the Fund’s Aggregate Brokerage Commission Paid to the Certain Broker-Dealer During the Fund’s Most Recent Fiscal Year			Percentage of the Fund’s Aggregate Dollar Amount of Transactions Involving the Payment of Commission Effected Through the Certain Broker-Dealer During the Most Recent Fiscal Year Fund’s
Contrarian Core Fund	Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S)	$	7,713		0.52	%		0.17	%

Prior to May 1, 2010, MLPF&S (as of January 1, 2009) and other broker-dealers affiliated with BANA were affiliated broker-dealers of the Fund by virtue of being under common control with the Previous Adviser. The affiliation created by this relationship ended on May 1, 2010, when the investment advisory agreement with the Previous Adviser was terminated and the Fund entered into a new investment management services agreement with the Investment Manager. However, BANA, on behalf of its fiduciary accounts, continues to have investments in certain of the Columbia Funds. The amounts shown include any brokerage commissions paid to MLPF&S after May 1, 2010.

Directed Brokerage

The Funds or the Investment Manager, through an agreement or understanding with a broker-dealer, or otherwise through an internal allocation procedure, may direct, subject to applicable legal requirements, the Funds’ brokerage transactions to a broker-dealer because of the research services it provides the Funds or the Investment Manager.

166

During each Fund’s last fiscal year, the Funds directed certain brokerage transactions and paid related commissions in the amounts as follows:


Fund	Amount of Transactions		Related Commissions
*For Funds with fiscal year ended March 31, 2011*
Bond Fund	$	—	$	—
Corporate Income Fund	$	—	$	—
Emerging Markets Fund	$	22,583,758	$	15,863
Energy and Natural Resources Fund	$	3,395,115,566	$	2,319,512
Intermediate Bond Fund	$	—	$	—
Pacific/Asia Fund	$	3,740,116	$	2,719
Select Large Cap Growth Fund	$	3,105,986,199	$	1,004,389
Select Small Cap Fund	$	568,953,991	$	585,653
U.S. Treasury Index Fund	$	—	$	—
Value and Restructuring Fund	$	645,560,913	$	672,654

*For Funds with fiscal year ended May 31, 2011*
High Yield Opportunity Fund		—		—
International Bond Fund		—		—
Strategic Income Fund		—		—

*For Funds with fiscal year ended June 30, 2011*
High Yield Municipal Fund		—		—
Small Cap Value Fund I	$	392,971,682	$	734,651

*For the Fund with fiscal year ended July 31, 2011*
Ultra Short Term Bond Fund		—		—

*For Funds with fiscal year ended August 31, 2011*
Balanced Fund	$	296,750,754	$	170,218
Greater China Fund	$	2,221,124	$	3,086
Mid Cap Growth Fund	$	905,424,443	$	632,358
Oregon Intermediate Municipal Bond Fund		—		—
Small Cap Growth Fund I	$	852,601,437	$	892,888
Strategic Investor Fund	$	539,976,669	$	415,309
Technology Fund	$	624,517,326	$	545,019

*For Funds with fiscal year ended September 30, 2011*
Contrarian Core Fund	$	822,298,555	$	507,762
Dividend Income Fund	$	524,213,272	$	375,044
Large Cap Growth Fund	$	827,528,450	$	599,438
Small Cap Core Fund	$	163,013,896	$	232,024

*For Funds with fiscal year ended October 31, 2011*
CA Tax-Exempt Fund		—		—
CT Intermediate Municipal Bond Fund		—		—
CT Tax-Exempt Fund		—		—
Intermediate Municipal Bond Fund		—		—
MA Intermediate Municipal Bond Fund		—		—
MA Tax-Exempt Fund		—		—
NY Intermediate Municipal Bond Fund		—		—
NY Tax-Exempt Fund		—		—

*For the Fund with fiscal year ended November 30, 2010*
Tax-Exempt Fund		—		—

*For the Fund with fiscal year ended December 31, 2010*
Real Estate Equity Fund	$	101,964,937	$	118,334

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Securities of Regular Broker-Dealers

In certain cases, the Funds, as part of their principal investment strategies, or otherwise as a permissible investment, will invest in the common stock or debt obligations of the regular broker-dealers that the Investment Manager uses to transact brokerage for the Funds.

As of each Fund’s fiscal year end, the Funds owned securities of their “regular brokers or dealers” or their parents, as defined in Rule 10b-1 under the 1940 Act, as shown in the table below:

Investments in Securities of Regular Broker-Dealers


Fund	Broker-Dealer	Dollar Amount of Securities Held
*For Funds with fiscal year ended March 31, 2011*
Bond Fund	Morgan Stanley & Co., Inc.	$	84,341,511
	Barclays Capital	$	5,614,170
	CS First Boston Corp.	$	15,098,497
	JPMorgan Chase & Co.	$	65,804,165
	UBS Warburg LLC	$	47,306,863
	Citigroup, Inc.	$	38,120,791
	Goldman Sachs & Co.	$	15,338,295
	State Street Corp.	$	6,108,346
	Deutsche Bank AG	$	22,970,907
Corporate Income Fund	Citigroup, Inc.	$	17,388,184
	Barclays Capital	$	9,908,156
	JPMorgan Chase & Co.	$	16,877,391
	UBS Warburg LLC	$	732,335
	State Street Corp.	$	13,517,236

Emerging Markets Fund	None	$	0

Energy and Natural Resources Fund	None	$	0
Intermediate Bond Fund	Barclays Capital	$	36,130,852
	JPMorgan Chase & Co.	$	107,308,849
	Citigroup, Inc.	$	68,775,292
	CS First Boston Corp.	$	45,599,219
	Morgan Stanley & Co., Inc.	$	72,329,476
	Goldman Sachs & Co.	$	32,887,534
	UBS Warburg LLC	$	45,073,045
	Deutsche Bank AG	$	19,153,931
	State Street Corp.	$	28,267,621

Pacific/Asia Fund	None	$	0

Select Large Cap Growth Fund	None	$	0

Select Small Cap Fund	None	$	0

U.S. Treasury Index Fund	None	$	0

Value and Restructuring Fund	JPMorgan Chase & Co.	$	124,470,000
	Goldman Sachs & Co.	$	103,005,500
	Citigroup, Inc.	$	37,950,000

*For Funds with fiscal year ended May 31, 2011*
High Yield Opportunity Fund	None	$	0
International Bond Fund	None	$	0
Strategic Income Fund	Citigroup, Inc	$	13,953,647
	JPMorgan Chase & Co.	$	18,440,525
	Deutsche Bank AG	$	4,069,428
	Goldman Sachs & Co.	$	10,531,648
	Morgan Stanley & Co., Inc.	$	29,398,448
	CS First Boston Corp.	$	8,338,635

168


Fund	Broker-Dealer	Dollar Amount of Securities Held

*For Funds with fiscal year ended June 30, 2011*
High Yield Municipal Fund	None	$	0

Small Cap Value Fund I	None	$	0

*For the Fund with fiscal year ended July 31, 2011*
Ultra Short Term Bond Fund	JPMorgan Chase & Co.	$	33,867,810
	Goldman Sachs & Co.	$	5,997,978
	Citigroup, Inc	$	11,879,867
	Morgan Stanley & Co., Inc.	$	39,509,989
	Deutsche Bank AG	$	18,566,114
	CS First Boston Corp.	$	7,125,709
	Barclays Capital	$	33,642,129
	Royal Bank of Canada	$	3,082,581

*For Funds with fiscal year ended August 31, 2011*
Balanced Fund	Goldman Sachs & Co.	$	15,272,145
	JPMorgan Chase & Co.	$	2,611,391
Greater China Fund	None	$	0
Mid Cap Growth Fund	None	$	0
Oregon Intermediate Municipal Bond Fund	None	$	0
Small Cap Growth Fund I	None	$	0
Strategic Investor Fund	Citigroup, Inc.	$	12,597,109
	JPMorgan Chase & Co.	$	11,834,405
	Morgan Stanley & Co., Inc.	$	7,685,475
Technology Fund	None	$	0

*For Funds with fiscal year ended September 30, 2011*
Contrarian Core Fund	Citigroup, Inc	$	9,747,129
	Goldman Sachs & Co.	$	20,391,599
	JPMorgan Chase & Co.	$	42,654,800
Dividend Income Fund	Citigroup, Inc	$	6,109,716
	JPMorgan Chase & Co.	$	61,476,426
	PNC Bank	$	33,395,670
Large Cap Growth Fund	TD Ameritrade Holding Corp.	$	10,034,692
	Franklin Resources, Inc.	$	30,124,687
	JPMorgan Chase & Co.	$	21,189,420
Small Cap Core Fund	Investment Technology Group, Inc.	$	4,095,255

*For Funds with fiscal year ended October 31, 2011*
CA Tax-Exempt Fund	None	$	0
CT Intermediate Municipal Bond Fund	None	$	0
CT Tax-Exempt Fund	None	$	0
Intermediate Municipal Bond Fund	None	$	0
MA Intermediate Municipal Bond Fund	None	$	0
MA Tax-Exempt Fund	None	$	0
NY Intermediate Municipal Bond Fund	None	$	0
NY Tax-Exempt Fund	None	$	0

*For the Fund with fiscal year ended November 30, 2010*
Tax-Exempt Fund	None	$	0

*For the Fund with fiscal period ended December 31, 2010*
Real Estate Equity Fund	None	$	0

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Additional Shareholder Servicing Payments

The Funds, along with the Transfer Agent and/or the Distributor and the Investment Manager, may pay significant amounts to selling and/or servicing agents (as defined below), including other Ameriprise Financial affiliates, for providing the types of services that would typically be provided directly by a mutual fund’s transfer agent. The level of payments made to selling and/or servicing agents may vary. A number of factors may be considered in determining payments to a selling and/or servicing agent, including, without limitation, the nature of the services provided to shareholders or retirement plan participants that invest in the Funds through retirement plans. These services may include sub-accounting, sub-transfer agency or similar recordkeeping services, shareholder or participant reporting, shareholder or participant transaction processing, and/or the provision of call center support (additional shareholder services). These payments for shareholder servicing support with respect to the Columbia Funds vary by selling and/or servicing agent but generally are not expected, with certain limited exceptions, to exceed 0.40% of the average aggregate value of each Fund’s shares. The Board has authorized each Fund to pay up to 0.20% of the average aggregate value of each Fund’s shares. Such payments will be made by a Fund to the Transfer Agent who will in turn make payments to the selling and/or servicing agent for the provision of such additional shareholder services. The Funds’ Transfer Agent, Distributor or their affiliates will pay, from its or their own resources, amounts in excess of the amount paid by the Funds to selling and/or servicing agents in connection with the provision of these additional shareholder services and other services.

For purposes of this section the term “selling and/or servicing agent” includes any broker-dealer, bank, bank trust department, registered investment advisor, financial planner, retirement plan or other third party administrator and any other institution having a selling, services or any similar agreement with the Distributor and/or other Ameriprise Financial affiliates.

The Funds also may make additional payments to selling and/or servicing agents that charge networking fees for certain services provided in connection with the maintenance of shareholder accounts through the NSCC.

In addition, the Distributor and other Ameriprise Financial affiliates may make lump sum payments to selected selling and/or servicing agents receiving shareholder servicing payments in reimbursement of printing costs for literature for participants, account maintenance fees or fees for establishment of the Funds on the selling and/or servicing agent’s system or other similar services.

As of the date of this SAI, the Distributor and/or other Ameriprise Financial affiliates had agreed to make shareholder servicing payments with respect to the Funds to the selling and/or servicing agents or their affiliates shown on the following page.

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Recipients of Shareholder Servicing Payments with Respect to the Funds from the Distributor and/

or other Ameriprise Financial Affiliates

•

American Century Investment Management, Inc.

•

Ameriprise Financial Services, Inc.*

•

ADP Broker-Dealer, Inc.

•

Ascensus, Inc.

•

AXA Advisors

•

Bank of America, N.A.

•

Benefit Plan Administrators

•

Charles Schwab & Co., Inc.

•

Charles Schwab Trust Co.

•

Davenport & Company

•

City National Bank

•

CPI Qualified Plan Consultants, Inc.

•

Daily Access Concepts, Inc.

•

Digital Retirement Solutions

•

Edward D. Jones & Co., LP

•

E*Trade Group, Inc.

•

ExpertPlan

•

Fidelity Investments Institutional Operations Co.

•

First National Bank of Omaha

•

Guardian Life and Annuity Company Inc.

•

Genworth Life and Annuity Insurance Company

•

GWFS Equities, Inc.

•

Hartford Life Insurance Company

•

Hartford Securities Distribution

•

Hewitt Associates LLC

•

ICMA Retirement Corporation

•

ING Life Insurance and Annuity Company

•

ING Institutional Plan Services, LLP

•

Janney Montgomery Scott, Inc.

•

John Hancock Life Insurance Company (USA)

•

John Hancock Life Insurance Company of New York

•

JP Morgan Retirement Plan Services LLC

•

Lincoln Retirement Services

•

LPL Financial Corporation

•

Marshall & Illsley Trust Company

•

Massachusetts Mutual Life Insurance Company

•

Matrix Settlement & Clearance Services

•

Mercer HR Services, LLC

•

Merrill Lynch Life Insurance Company

•

Merrill Lynch, Pierce, Fenner & Smith Incorporated

•

Mid Atlantic Capital Corporation

•

Morgan Stanley Smith Barney

•

Morgan Keegan & Company

•

Newport Retirement Services, Inc.

•

New York State Deferred Compensation Plan

•

NYLife Distributors LLC

•

Pension Specialists

•

Plan Administrators, Inc.

•

PNC Bank

•

Princeton Retirement Group

•

Principal Life Insurance Company of America

•

Prudential Insurance Company of America

•

Prudential Retirement Insurance & Annuity Company

•

Pershing LLC

•

Raymond James & Associates

•

RBC Dain Rauscher

•

Reliance Trust

•

Robert W. Baird & Co., Inc.

•

Scott & Stringfellow, LLC

•

Standard Insurance Company

•

Stifel Nicolaus & Co.

•

TD Ameritrade Clearing, Inc.

•

TD Ameritrade Trust Company

•

The Retirement Plan Company

•

Teachers Insurance and Annuity Association of America

•

Transamerica Life Insurance Company

•

T. Rowe Price Group, Inc.

•

UBS Financial Services, Inc.

•

UMB Bank

•

Unified Trust Company, N.A.

•

Upromise Investments, Inc.

•

USAA Investment Management Co

•

Vanguard Group, Inc.

•

VALIC Retirement Services Company

•

Wells Fargo Bank, N.A.

•

Wells Fargo Funds Management, LLC

•

Wilmington Trust Company

•

Wilmington Trust Retirement & Institutional Services Company

*	Ameriprise Financial affiliate

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The Distributor and/or other Ameriprise Financial affiliates may enter into similar arrangements with other financial intermediaries from time to time. Therefore, the preceding list is subject to change at any time without notice.

Additional Selling and/or Servicing Agent Payments

Selling and/or servicing agents may receive different commissions, sales charge reallowances and other payments with respect to sales of different classes of shares of the Funds. These other payments may include servicing payments to retirement plan administrators and other institutions at rates up to those described above under Brokerage Allocation and Other Practices – Additional Shareholder Servicing Payments . For purposes of this section the term “selling and/or servicing agent” includes any broker-dealer, bank, bank trust department, registered investment adviser, financial planner, retirement plan or other third party administrator and any other institution having a selling, services or any similar agreement with the Distributor and other Ameriprise Financial affiliates.

The Distributor and other Ameriprise Financial affiliates may pay additional compensation to selected selling and/or servicing agents, including other Ameriprise Financial affiliates, under the categories described below. These categories are not mutually exclusive, and a single selling and/or servicing agent may receive payments under all categories. A selling and/or servicing agent also may receive payments described above in Brokerage Allocation and Other Practices – Additional Shareholder Servicing Payments . These payments may create an incentive for a selling and/or servicing agent or its representatives to recommend or offer shares of a Fund to its customers. The amount of payments made to selling and/or servicing agents may vary. In determining the amount of payments to be made, the Distributor and other Ameriprise Financial affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the selling and/or servicing agent, the size of the customer/shareholder base of the selling and/or servicing agent, the manner in which customers of the selling and/or servicing agent make investments in the Funds, the nature and scope of marketing support or services provided by the selling and/or servicing agent (as described more fully below) and the costs incurred by the selling and/or servicing agent in connection with maintaining the infrastructure necessary or desirable to support investments in the Funds.

These additional payments by the Distributor and other Ameriprise Financial affiliates are made pursuant to agreements between the Distributor and other Ameriprise Financial affiliates and selling and/or servicing agents, and do not change the price paid by investors for the purchase of a share, the amount a Fund will receive as proceeds from such sales or the distribution fees and expenses paid by the Fund as shown under the heading Fees and Expenses of the Fund in the Fund’s prospectuses.

Marketing/Sales Support Payments

The Distributor and the Investment Manager may make payments, from their own resources, to certain selling and/or servicing agents, including other Ameriprise Financial affiliates (each a financial intermediary), for marketing/sales support services relating to the Columbia Funds, including, but not limited to, business planning assistance, educating financial intermediary personnel about the Funds and shareholder financial planning needs, placement on the financial intermediary’s preferred or recommended fund list or otherwise identifying the Funds as being part of a complex to be accorded a higher degree of marketing support than complexes not making such payments, access to sales meetings, sales representatives and management representatives of the financial intermediary, client servicing and systems infrastructure support. These payments are generally based upon one or more of the following factors: average net assets of the Columbia Funds distributed by the Distributor attributable to that financial intermediary, gross sales of the Columbia Funds distributed by the Distributor attributable to that financial intermediary, reimbursement of ticket charges (fees that a financial intermediary firm charges its representatives for effecting transactions in fund shares) or a negotiated lump sum payment.

While the financial arrangements may vary for each financial intermediary, the marketing support payments to each financial intermediary generally are expected to be between 0.05% and 0.50% on an annual basis for

172

payments based on average net assets of the Columbia Funds attributable to the financial intermediary, and between 0.05% and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Columbia Funds attributable to the financial intermediary. The Distributor and affiliates may make payments in materially larger amounts or on a basis materially different from those described above when dealing with certain financial intermediaries. Such increased payments may enable the financial intermediaries to offset credits that they may provide to their customers.

As of the date of this SAI, the Distributor and/or the Investment Manager had agreed to make marketing support payments with respect to the Funds to the financial intermediaries or their affiliates shown below.

Recipients of Marketing Support Payments with Respect to the Funds from the Distributor and/or other Ameriprise Financial Affiliates

•

AIG Advisor Group

•

Ameriprise Financial Services, Inc.*

•

AXA Advisors, LLC

•

Commonwealth Financial Network

•

Fidelity Brokerage Services, Inc.

•

J.J.B. Hilliard, W.L. Lyons, Inc.

•

J.P. Morgan Chase Clearing Corp.

•

Lincoln Financial Advisors Corp.

•

Linsco/Private Ledger Corp.

•

Morgan Stanley Smith Barney

•

Merrill Lynch Life Insurance Company

•

Merrill Lynch, Pierce, Fenner & Smith Incorporated

•

Oppenheimer & Co., Inc.

•

Pershing LLC

•

Prudential Investment Management Services, LLC

•

Raymond James & Associates, Inc.

•

Raymond James Financial Services, Inc.

•

RBC Dain Raucher, Inc.

•

Securities America, Inc.

•

UBS Financial Services Inc.

•

Wells Fargo Advisors

•

Wells Fargo Investments, LLC

•

Vanguard Marketing Corp

*	Ameriprise Financial affiliate

The Distributor and/or the Investment Manager may enter into similar arrangements with other financial intermediaries from time to time. Therefore, the preceding list is subject to change at any time without notice.

Other Payments

From time to time, the Distributor, from its own resources, may provide additional compensation to certain financial intermediaries that sell or arrange for the sale of shares of the Funds to the extent not prohibited by laws or the rules of any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA). Such compensation provided by the Distributor may include financial assistance to financial intermediaries that enable the Distributor to participate in and/or present at financial intermediary-sponsored conferences or seminars, sales or training programs for invited registered representatives and other financial intermediary employees, financial intermediary entertainment and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, retention and due diligence trips. The Distributor makes payments for entertainment events it deems appropriate, subject to the Distributor’s internal guidelines and applicable law. These payments may vary depending upon the nature of the event.

Your financial intermediary may charge you fees or commissions in addition to those disclosed in this SAI. You should consult with your financial intermediary and review carefully any disclosure your financial intermediary provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a financial intermediary and its financial consultants may have a financial incentive for recommending a particular fund or a particular share class over other funds or share classes. See Investment Advisory and Other Services – Other Roles and Relationships of Ameriprise Financial and its Affiliates – Certain Conflicts of Interest for more information.

173

Performance Disclosure

Effective beginning with performance reporting for the December 31, 2011 year end, in presenting performance information for newer share classes, if any, of a Fund, the Fund typically includes, for periods prior to the offering of such share classes, the performance of the Fund’s oldest share class (except as otherwise disclosed), adjusted to reflect any higher class-related operating expenses of the newer share classes, as applicable, based on the expense ratios of those share classes for the Fund’s most recently completed fiscal year for which data was available at December 31, 2011 or, for funds and classes first offered after January 1, 2011, the expected expense differential at the time the newer share class is first offered. Actual expense differentials across classes will vary over time. The performance of the Fund’s newer share classes would have been substantially similar to the performance of the Fund’s oldest share class because all share classes of a Fund are invested in the same portfolio of securities, and would have differed only to the extent that the classes do not have the same sales charges and/or expenses (although differences in expenses between share classes may change over time).

Prior to December 31, 2011, in presenting performance information for a newer share class of a Fund, the Fund would typically include, for periods prior to the offering of such newer share class, the performance of an older share class, the class-related operating expense structure of which was most similar to that of the newer share class, and for periods prior to the initial offering of such older share class, would include the performance of successively older share classes with successively less similar expense structures. Such performance information was not restated to reflect any differences in expenses between share classes and if such differences had been reflected, the performance shown might have been lower. Because, prior to December 31, 2011, the Funds used a different methodology for presenting performance information for a newer share class, such performance information published before December 31, 2011 may differ from corresponding performance information published after December 31, 2011.

For certain Funds, performance shown includes the returns of a predecessor to the Fund. The table below identifies the predecessor fund for certain of these Funds and shows the periods when performance shown is that of the predecessor fund or a predecessor to that fund.


Fund	Predecessor Fund	For periods prior to:
Columbia Bond Fund	Excelsior Core Bond Fund, a series of Excelsior Funds, Inc.	March 31, 2008

Columbia Connecticut Intermediate Municipal Bond Fund	Galaxy Connecticut Intermediate Municipal Bond Fund, a series of The Galaxy Fund	November 18, 2002

Columbia Contrarian Core Fund	Galaxy Growth & Income Fund, a series of The Galaxy Fund	December 9, 2002

Columbia Dividend Income Fund	Galaxy Strategic Equity Fund, a series of The Galaxy Fund	November 25, 2002

Columbia Emerging Markets Fund	Excelsior Emerging Markets Fund, a series of Excelsior Funds, Inc.	March 31, 2008

Columbia Energy and Natural Resources Fund	Excelsior Energy and Natural Resources Fund, a series of Excelsior Funds, Inc.	March 31, 2008

Columbia Intermediate Municipal Bond Fund	Galaxy Intermediate Tax-Exempt Bond Fund, a series of The Galaxy Fund	November 25, 2002

Columbia Large Cap Growth Fund	Galaxy Equity Growth Fund, a series of The Galaxy Fund	November 18, 2002

Columbia Massachusetts Intermediate Municipal Bond Fund	Galaxy Massachusetts Intermediate Municipal Bond Fund, a series of The Galaxy Fund	December 9, 2002

174


Fund	Predecessor Fund	For periods prior to:
Columbia New York Intermediate Municipal Bond Fund	Galaxy New York Municipal Bond Fund, a series of The Galaxy Fund	November 25, 2002

Columbia Pacific/Asia Fund	Excelsior Pacific/Asia Fund, a series of Excelsior Funds, Inc.	March 31, 2008

Columbia Select Large Cap Growth Fund	Excelsior Large Cap Growth Fund, a series of Excelsior Funds, Inc.	March 31, 2008

Columbia Select Small Cap Fund	Excelsior Small Cap Fund, a series of Excelsior Funds, Inc.	March 31, 2008

Columbia Small Cap Core Fund	Galaxy Small Cap Value Fund, a series of The Galaxy Fund	November 18, 2002

Columbia U.S. Treasury Index Fund	Galaxy II U.S. Treasury Index Fund, a series of The Galaxy Fund	November 25, 2002

Columbia Value and Restructuring Fund	Excelsior Value and Restructuring Fund, a series of Excelsior Funds, Inc.	March 31, 2008

175

CAPITAL STOCK AND OTHER SECURITIES

Description of the Trust’s Shares

The Funds offer shares in the classes shown in the table below. Subject to certain limited exceptions discussed in each Fund’s prospectuses, a Fund may no longer be accepting new investments from current shareholders or prospective investors. The Funds, however, may at any time and without notice, offer any of these classes to the general public for investment.

The Trust’s Amended and Restated Declaration of Trust (Declaration of Trust) permits it to issue an unlimited number of full and fractional shares of beneficial interest of each Fund, without par value, and to divide or combine the shares of any series into a greater or lesser number of shares of that Fund without thereby changing the proportionate beneficial interests in that Fund and to divide such shares into classes. Each share of a class of a Fund represents an equal proportional interest in that Fund with each other share in the same class and is entitled to such distributions out of the income earned on the assets belonging to that Fund as are declared in the discretion of the Board. However, different share classes of a Fund pay different distribution amounts because each share class has different expenses. Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.

Share Classes Offered by the Funds

Fund

Class A
Shares

Class B ^a
Shares

Class C
Shares

Class I
Shares

Class R
Shares

Class R4
Shares

Class R5
Shares

Class T
Shares

Class W
Shares

Class Y
Shares

Class Z
Shares

Other

AP – Alternative Strategies Fund

AP – Core Plus Bond Fund

AP – Select Large Cap Growth Fund

AP – Small Cap Equity Fund

Balanced Fund

Bond Fund

CA Tax-Exempt Fund

CT Intermediate Municipal Bond Fund

CT Tax-Exempt Fund

Contrarian Core Fund

Corporate Income Fund

Dividend Income Fund

Emerging Markets Fund

Energy and Natural Resources Fund

Greater China Fund

High Yield Municipal Fund

High Yield Opportunity Fund

Intermediate Bond Fund

Intermediate Municipal Bond Fund

International Bond Fund

Large Cap Growth Fund

MA Intermediate Municipal Bond Fund

MA Tax-Exempt Fund

Mid Cap Growth Fund

NY Intermediate Municipal Bond Fund

NY Tax-Exempt Fund

Oregon Intermediate Municipal Bond Fund

176

Fund

Class A
Shares

Class B ^a
Shares

Class C
Shares

Class I
Shares

Class R
Shares

Class R4
Shares

Class R5
Shares

Class T
Shares

Class W
Shares

Class Y
Shares

Class Z
Shares

Other

Pacific/Asia Fund

Real Estate Equity Fund

Select Large Cap Growth Fund

Select Small Cap Fund

Small Cap Core Fund

Small Cap Growth Fund I

Small Cap Value Fund I

Strategic Income Fund

Strategic Investor Fund

Tax-Exempt Fund

Technology Fund

Ultra Short Term Bond Fund

U.S. Treasury Index Fund

Value and Restructuring Fund

Class B shares of the Funds are closed to new investments, except for certain limited transactions from existing investors in Class B shares. Additional Class B shares of the Funds will be issued only in connection with (i) reinvestment of dividends and/or capital gain distributions in Class B shares of the Funds by the Funds’ existing Class B shareholders and (ii) exchanges by shareholders invested in Class B shares of a Columbia Fund for Class B shares of the Funds. See the prospectuses for Class B shares of the Funds for details.

^b	Large Cap Growth Fund also offers Class E shares and Class F shares. See the prospectuses for Class E shares and Class F shares for details.

^c	Ultra Short Term Bond Fund offers only a single class of shares.

Restrictions on Holding or Disposing of Shares

There are no restrictions on the right of shareholders to retain or dispose of the Funds’ shares, other than the possible future termination of the Funds or any class of shares of the Funds, except that the Funds may redeem Fund shares of shareholders holding less than any minimum or more than any maximum investment from time to time established by the Board. The Funds or any class of shares of the Funds may be terminated by reorganization into another mutual fund or by liquidation and distribution of their assets. Unless terminated by reorganization or liquidation, the Funds will continue indefinitely.

Liability

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Trust’s Declaration of Trust disclaims any shareholder liability for acts or obligations of the Funds and the Trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by a Fund or the Trustees. The Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of a Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances (which are considered remote) in which a Fund would be unable to meet its obligations and the disclaimer was inoperative.

The risk of a Fund incurring financial loss on account of another series of the Trust also is believed to be remote, because it would be limited to circumstances in which the disclaimer was inoperative and the other series of the Trust was unable to meet its obligations.

Dividend Rights

The shareholders of a Fund are entitled to receive any dividends or other distributions declared for the Fund. No shares have priority or preference over any other shares of a Fund with respect to distributions. Distributions will be made from the assets of a Fund, and will be paid pro rata to all shareholders of the Fund (or class) according to the number of shares of the Fund (or class) held by shareholders on the record date. The amount of income dividends per share may vary between separate share classes of a Fund based upon differences in the way that expenses are allocated between share classes pursuant to a multiple class plan.

177

Voting Rights and Shareholder Meetings

The Trust is not required to hold annual shareholder meetings, but special meetings may be called for certain purposes. Previously, the Trust had voluntarily undertaken to adhere to certain governance measures contemplated by an SEC settlement order with respect to the Trust’s prior investment adviser in 2005. Over the past several years, the SEC has adopted many rules under the 1940 Act and the Investment Advisers Act of 1940 to strengthen fund governance and compliance oversight of funds and their investment advisers. Accordingly, although the Trust may continue to follow certain governance practices noted in the 2005 settlement order, it will do so as the Board deems appropriate and not pursuant to any voluntary undertakings. In this regard, the Board has determined that it is unnecessary to commit to holding a meeting of shareholders to elect trustees at least every five years. Instead, the Board will convene meetings of shareholders to elect trustees as required by the 1940 Act or as deemed appropriate by the Board. Each whole share (or fractional share) outstanding on the record date established in accordance with the Trust’s By-Laws shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in U.S. dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes).

The Trustees may fill any vacancies on the Board except that the Trustees may not fill a vacancy if, immediately after filling such vacancy, less than two-thirds of the Trustees then in office would have been elected to such office by the shareholders. In addition, at such times as less than a majority of the Trustees then in office have been elected to such office by the shareholders, the Trustees must call a meeting of shareholders. Trustees may be removed from office by a written consent signed by holders of a majority of the outstanding shares of the Trust or by a vote of the holders of a majority of the outstanding shares at a meeting duly called for the purpose. Except as otherwise disclosed in a Fund’s prospectuses and this SAI, the Trustees shall continue to hold office and may appoint their successors.

At any shareholders’ meetings that may be held, shareholders of all series would vote together, irrespective of series, on the election of Trustees, but each series would vote separately from the others on other matters, such as changes in the investment policies of that series or the approval of the management agreement for that series. Shares of the Fund and any other series of the Trust that may be in existence from time to time generally vote together except when required by law to vote separately by Fund or by class.

Liquidation Rights

In the event of the liquidation or dissolution of the Trust or the Funds, shareholders of the Funds are entitled to receive the assets attributable to the relevant class of shares of the Funds that are available for distribution and to a distribution of any general assets not attributable to a particular investment portfolio that are available for distribution in such manner and on such basis as the Board may determine.

Preemptive Rights

There are no preemptive rights associated with Fund shares.

Conversion Rights

With the exception of Class B shares, which no longer accept investments from new or existing investors in Class B shares, except for certain limited transactions from existing investors in Class B shares as described in the prospectuses for Class B shares of the Funds, shareholders have the right, which is subject to change by the Board, to convert or “exchange” shares of one class for another. Such right is outlined and subject to certain conditions set forth in each Fund’s prospectuses.

178

Redemptions

Each Fund’s dividend, distribution and redemption policies can be found in its prospectuses under the headings Buying, Selling and Exchanging Shares and Distributions and Taxes . However, the Board may suspend the right of shareholders to sell shares when permitted or required to do so by law or compel sales or redemptions of shares in certain cases.

Sinking Fund Provisions

The Trust has no sinking fund provisions.

Calls or Assessment

All Fund shares are issued in uncertificated form only and when issued will be fully paid and non-assessable by the Trust.

179

PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchase and Redemption

An investor may buy, sell and exchange shares in the Funds utilizing the methods, and subject to the restrictions, described in the Funds’ prospectuses. The following information supplements information in the Funds’ prospectuses.

The Funds have authorized one or more broker-dealers to accept buy and sell orders on the Funds’ behalf. These broker-dealers are authorized to designate other intermediaries to accept buy and sell orders on the Funds’ behalf. The Funds will be deemed to have received a buy or sell order when an authorized broker-dealer, or, if applicable, a broker-dealer’s authorized designee, accepts the order. Customer orders will be priced at each Fund’s net asset value next computed after they are accepted by an authorized broker-dealer or the broker’s authorized designee.

The Trust also may make payment for sales in readily marketable securities or other property if it is appropriate to do so in light of the Trust’s responsibilities under the 1940 Act.

Under the 1940 Act, the Funds may suspend the right of redemption or postpone the date of payment for shares during any period when (i) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (ii) the NYSE is closed for other than customary weekend and holiday closings; (iii) the SEC has by order permitted such suspension; (iv) an emergency exists as determined by the SEC. (The Funds may also suspend or postpone the recordation of the transfer of their shares upon the occurrence of any of the foregoing conditions).

The Trust has elected to be governed by Rule 18f–1 under the 1940 Act, as a result of which each Fund is obligated to redeem shares, subject to the exceptions listed above, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net asset value of each Fund at the beginning of the period.

Potential Adverse Effects of Large Investors

Each Fund may from time to time sell to one or more investors, including other funds advised by the Investment Manager or third parties, a substantial amount of its shares, and may thereafter be required to satisfy redemption requests by such investors. Such sales and redemptions may be very substantial relative to the size of the Fund. While it is not possible to predict the overall effect of such sales and redemptions over time, such transactions may adversely affect the Fund’s performance to the extent that the Fund is required to invest cash received in connection with a sale or to sell portfolio securities to facilitate a redemption at, in either case, a time when the Fund otherwise would not invest or sell. Such transactions also may increase a Fund’s transaction costs, which would detract from Fund performance. If a Fund is forced to sell portfolio securities that have appreciated in value, such sales may accelerate the realization of taxable income.

Anti-Money Laundering Compliance

The Funds are required to comply with various anti-money laundering laws and regulations. Consequently, the Funds may request additional required information from you to verify your identity. Your application will be rejected if it does not contain your name, social security number, date of birth and permanent street address. If at any time the Funds believe a shareholder may be involved in suspicious activity or if certain account information matches information on government lists of suspicious persons, the Funds may choose not to establish a new account or may be required to “freeze” a shareholder’s account. The Funds also may be required to provide a governmental agency with information about transactions that have occurred in a shareholder’s account or to transfer monies received to establish a new account, transfer an existing account or transfer the proceeds of an existing account to a governmental agency. In some circumstances, the law may not permit the Funds to inform the shareholder that it has taken the actions described above.

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Offering Price

The share price of each Fund is based on each Fund’s net asset value per share, which is calculated separately for each class of shares as of the close of regular trading on the NYSE (which is usually 4:00 p.m. Eastern Time unless the NYSE closes earlier) on each day the Fund is open for business, unless the Board determines otherwise. The Funds do not value their shares on days that the NYSE is closed.

For Funds Other than Money Market Funds. The value of each Fund’s portfolio securities is determined in accordance with the Trust’s valuation procedures, which are approved by the Board. Except as described below under “Fair Valuation of Portfolio Securities,” the Fund’s portfolio securities are typically valued using the following methodologies:

Equity Securities. Equity securities (including common stocks, preferred stocks, convertible securities, warrants and ETFs) listed on an exchange are valued at the closing price on their primary exchange (which, in the case of foreign securities, may be a foreign exchange) or, if a closing price is not readily available, at the mean of the closing bid and asked prices. Over-the-counter equity securities not listed on any national exchange but included in the NASDAQ National Market System are valued at the NASDAQ Official Closing Price or, if the official closing price is not readily available, at the mean between the closing bid and asked prices. Equity securities and ETFs that are not listed on any national exchange and are not included in the NASDAQ National Market System are valued at the primary exchange last sale price or if the last sale price is not readily available, at the mean between the closing bid and asked prices. Shares of other open-end investment companies (other than ETFs) are valued at the latest net asset value reported by those companies.

Fixed Income Securities. Short-term debt securities purchased with remaining maturities of 60 days or less and long-term debt securities with remaining maturities of 60 days or less are valued at their amortized cost value. Amortized cost is an approximation of market value determined by systematically increasing the carrying value of a security if acquired at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is equal to maturity value on the maturity date. The value of short-term debt securities with remaining maturities in excess of 60 days is the market price, which may be obtained from a pricing service or, if a market price is not available from a pricing service, a bid quote from a broker or dealer. Short-term variable rate demand notes are typically valued at their par value. Other debt securities typically are valued using an evaluated bid provided by a pricing service. If pricing information is unavailable from a pricing service or the Investment Manager’s valuation committee believes such information is not reflective of market value, then a quote from a broker or dealer may be used. Newly issued debt securities may be valued at purchase price for up to two days following purchase.

Futures, Options and Other Derivatives. Futures and options on futures are valued based on the settle price at the close of regular trading on their principal exchange or, in the absence of transactions, they are valued at the mean of the closing bid and asked prices closest to the last reported sale price. Listed options are valued at the mean of the closing bid and asked prices. If market quotations are not readily available, futures and options are valued using quotations from brokers. Customized derivative products are valued at a price provided by a pricing service or, if such a price is unavailable, a broker quote or at a price derived from an internal valuation model.

Repurchase Agreements. Repurchase agreements are generally valued at a price equal to the amount of the cash invested in a repurchase agreement.

Foreign Currencies. Foreign currencies and securities denominated in foreign currencies are valued in U.S. dollars utilizing spot exchange rates at the close of regular trading on the NYSE. Forward foreign currency contracts are valued in U.S. dollars utilizing the applicable forward currency exchange rate as of the close of regular trading on the NYSE.

For Money Market Funds. In accordance with Rule 2a-7 under the 1940 Act, all of the securities in the portfolio of a money market fund are valued at amortized cost. The amortized cost method of valuation is an approximation of market value determined by systematically increasing the carrying value of a security if acquired

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at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is equal to maturity value on the maturity date. Amortized cost does not take into consideration unrealized capital gains or losses.

The Board has established procedures designed to stabilize the Fund’s price per share for purposes of sales and redemptions at $1.00, to the extent that it is reasonably possible to do so. These procedures include review of the Fund’s securities by the Board, at intervals deemed appropriate by it, to determine whether the Fund’s net asset value per share computed by using available market quotations deviates from a share value of $1.00 as computed using the amortized cost method. Deviations are reported to the Board periodically and, if any such deviation exceeds 0.5%, the Board must determine what action, if any, needs to be taken. If the Board determines that a deviation exists that may result in a material dilution or other unfair results for shareholders or investors, the Board must cause the Fund to undertake such remedial action as it the Board deems appropriate to eliminate or reduce to the extent reasonably practicable such dilution or unfair results.

Such action may include withholding dividends, calculating net asset value per share for purposes of sales and redemptions using available market quotations, making redemptions in kind, and/or selling securities before maturity in order to realize capital gains or losses or to shorten average portfolio maturity.

While the amortized cost method provides certainty and consistency in portfolio valuation, it may result in valuations of securities that are either somewhat higher or lower than the prices at which the securities could be sold. This means that during times of declining interest rates the yield on the Fund’s shares may be higher than if valuations of securities were made based on actual market prices and estimates of market prices. Accordingly, if using the amortized cost method were to result in a lower portfolio value, a prospective investor in the Fund would be able to obtain a somewhat higher yield than the investor would receive if portfolio valuations were based on actual market values. Existing shareholders, on the other hand, would receive a somewhat lower yield than they would otherwise receive. The opposite would happen during a period of rising interest rates.

Fair Valuation of Portfolio Securities. Rather than using the methods described above, the Investment Manager’s valuation committee will, pursuant to procedures approved by the Board, determine in good faith a security’s fair value in the event that (i) price quotations or valuations are not readily available, such as when trading is halted or securities are not actively traded; (ii) price quotations or valuations available for a security are not, in the judgment of the valuation committee, reflective of market value; or (iii) a significant event has occurred that is not reflected in price quotations or valuations from other sources, such as when an event impacting a foreign security occurs after the closing of the security’s foreign exchange but before the closing of the NYSE. The fair value of a security is likely to be different from the quoted or published price and fair value determinations often require significant judgment.

In general, any one or more of the following factors may be taken into account in determining fair value: the fundamental analytical data relating to the security; the value of other financial instruments, including derivative securities; trading volumes; values of baskets of securities; changes in interest rates; observations from financial institutions; government actions or pronouncements; other news events; information as to any transactions or offers with respect to the security; price and extent of public trading in similar securities; nature and expected duration of the event, if any, giving rise to the valuation issue; pricing history; the relative size of the position in the portfolio; internal models; and other relevant information.

With respect to securities traded on foreign markets, additional factors also may be relevant, including: movements in the U.S. markets following the close of foreign markets; the value of foreign securities traded on other foreign markets; ADR trading; closed-end fund trading; foreign currency exchange activity and prices; and the trading of financial products that are tied to baskets of foreign securities, such as certain exchange-traded index funds. A systematic independent fair value pricing service assists in the fair valuation process for foreign securities in order to adjust for possible changes in value that may occur between the close of the foreign exchange and the time at which a Fund’s NAV is determined. Although the use of this service is intended to decrease opportunities for time zone arbitrage transactions, there can be no assurance that it will successfully decrease arbitrage opportunities.

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TAXATION

The following information supplements and should be read in conjunction with the section in the Funds’ prospectuses entitled Distributions and Taxes . The prospectuses generally describe the U.S. federal income tax treatment of distributions by the Funds. This section of the SAI provides additional information concerning U.S. federal income taxes. It is based on the Code, applicable Treasury Regulations, judicial authority, and administrative rulings and practice, all as in effect as of the date of this SAI and all of which are subject to change, including changes with retroactive effect. Except as specifically set forth below, the following discussion does not address any state, local or foreign tax matters.

A shareholder’s tax treatment may vary depending upon his or her particular situation. This discussion applies only to shareholders holding Fund shares as capital assets within the meaning of the Code. Except as otherwise noted, it may not apply to certain types of shareholders who may be subject to special rules, such as insurance companies, tax-exempt organizations, shareholders holding Fund shares through tax-advantaged accounts (such as 401(k) Plan Accounts or Individual Retirement Accounts), financial institutions, broker-dealers, entities that are not organized under the laws of the United States or a political subdivision thereof, persons who are neither citizens nor residents of the United States, shareholders holding Fund shares as part of a hedge, straddle, or conversion transaction, and shareholders who are subject to the U.S. federal alternative minimum tax.

The Trust has not requested and will not request an advance ruling from the IRS as to the U.S. federal income tax matters described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. In addition, the following discussion and the discussions in the prospectuses applicable to each shareholder address only some of the U.S. federal income tax considerations generally affecting investments in the Funds. Prospective shareholders are urged to consult with their own tax advisors and financial planners regarding the U.S. federal tax consequences of an investment in a Fund, the application of state, local, or foreign laws, and the effect of any possible changes in applicable tax laws on their investment in the Funds.

Qualification as a Regulated Investment Company

It is intended that each Fund qualify as a “regulated investment company” under Subchapter M of Subtitle A, Chapter 1 of the Code. Each Fund will be treated as a separate entity for U.S. federal income tax purposes. Thus, the provisions of the Code applicable to regulated investment companies generally will apply separately to each Fund, even though each Fund is a series of the Trust. Furthermore, each Fund will separately determine its income, gains, losses, and expenses for U.S. federal income tax purposes.

In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, each Fund must, among other things, derive at least 90% of its gross income each taxable year generally from (i) dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income attributable to its business of investing in such stock, securities or foreign currencies (including, but not limited to, gains from options, futures or forward contracts) and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined below. In general, for purposes of this 90% gross income requirement, income derived from a partnership (other than a qualified publicly traded partnership) will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (defined as a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, (y) that derives at least 90% of its income from the passive income sources defined in Code Section 7704(d), and (z) that derives less than 90% of its income from the qualifying income described in clause (i) above) will be treated as qualifying income. Certain of a Fund’s investments in master limited partnerships (MLPs) and ETFs, if any, may qualify as interests in qualified publicly traded partnerships, as described further below. In addition, although in general the passive loss rules do not apply to a regulated investment company, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.

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Each Fund must also diversify its holdings so that, at the end of each quarter of the Fund’s taxable year: (i) at least 50% of the fair market value of its total assets consists of (A) cash and cash items (including receivables), U.S. Government securities and securities of other regulated investment companies, and (B) securities of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of the Fund’s total assets and are not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets consists of the securities of any one issuer (other than those described in clause (i)(A)), the securities of two or more issuers the Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. In addition, for purposes of meeting this diversification requirement, the term “outstanding voting securities of such issuer” includes the equity securities of a qualified publicly traded partnership and in the case of a Fund’s investments in loan participations, the Fund shall treat both the financial intermediary and the issuer of the underlying loan as an issuer. The qualifying income and diversification requirements described above may limit the extent to which a Fund can engage in certain derivative transactions, as well as the extent to which it can invest in MLPs.

In addition, each Fund generally must distribute to its shareholders at least 90% of its investment company taxable income for the taxable year, which generally includes its ordinary income and the excess of any net short-term capital gain over net long-term capital loss, and at least 90% of its net tax-exempt interest income (if any) for the taxable year.

If a Fund qualifies as a regulated investment company that is accorded special tax treatment, it generally will not be subject to U.S. federal income tax on any of the investment company taxable income and net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss) it distributes to its shareholders. Each Fund generally intends to distribute at least annually substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction) and its net capital gain. However, no assurance can be given that a Fund will not be subject to U.S. federal income taxation. Any investment company taxable income on net capital gain retained by a Fund will be subject to tax at regular corporate rates.

If a Fund retains any net capital gain, it will be subject to a tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a notice mailed within 60 days of the close of the Fund’s taxable year to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of a Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.

In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a regulated investment company generally may elect to treat part or all of any post-October capital loss (defined as the greatest of net capital loss, net long-term capital loss, or net short-term capital loss, in each case attributable to the portion of the taxable year after October 31) or late-year ordinary loss (generally, (i) net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion of the taxable year after October 31, plus (ii) other net ordinary loss attributable to the portion of the taxable year after December 31) as if incurred in the succeeding taxable year.

In order to comply with the distribution requirements described above applicable to regulated investment companies, a Fund generally must make the distributions in the same taxable year that it realizes the income and gain, although in certain circumstances, a Fund may make the distributions in the following taxable year in respect of income and gains from the prior taxable year. Shareholders generally are taxed on any distributions

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from a Fund in the year they are actually distributed. If a Fund declares a distribution to shareholders of record in October, November or December of one calendar year and pays the distribution by January 31 of the following calendar year, however, the Fund and its shareholders will be treated as if the Fund paid the distribution by December 31 of the earlier year.

If the Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such failure including by paying a fund-level tax or interest, making additional distributions, or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a regulated investment company accorded special tax treatment under the Code, it would be taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders. In this case, all distributions from the Fund’s current and accumulated earnings and profits (including any distributions of its net tax-exempt income and net long-term capital gains) to its shareholders would be taxable to shareholders as dividend income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company.

Excise Tax

If a Fund fails to distribute by December 31 of each calendar year at least the sum of 98% of its ordinary income for that year (excluding capital gains and losses) and 98.2% of its capital gain net income (adjusted for net ordinary losses) for the 1-year period ending on October 31 of that year (or November 30 or December 31 of that year if the Fund is permitted to elect and so elects), and any of its ordinary income and capital gain net income from previous years that were not distributed during such years, the Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts. For these purposes, ordinary gains and losses from the sale, exchange, or other taxable disposition of property that would be properly taken into account after October 31 of a calendar year (or November 30 if the Fund is permitted to elect and so elects) are generally treated as arising on January 1 of the following calendar year. For purposes of the excise tax, a Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable year ending within the calendar year. Each Fund generally intends to actually distribute or be deemed to have distributed substantially all of its ordinary income and capital gain net income, if any, by the end of each calendar year and, thus, expects not to be subject to the excise tax. However, no assurance can be given that a Fund will not be subject to the excise tax. Moreover, each Fund reserves the right to pay an excise tax rather than make an additional distribution when circumstances warrant (for example, if the amount of excise tax to be paid is deemed de minimis by a Fund).

Capital Loss Carryforwards

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a Fund’s net investment income. Instead, potentially subject to certain limitations, a Fund is able to carry forward a net capital loss from any taxable year to offset its capital gains, if any, realized during a subsequent taxable year. If a Fund incurs or has incurred net capital losses in a taxable year beginning on or before December 22, 2010 (“pre-2011 losses”), the Fund is permitted to carry such losses forward for eight taxable years; in the year to which they are carried forward, such losses are treated as short-term capital losses that first offset short-term capital gains, and then offset long-term capital gains. If a Fund incurs or has incurred net capital losses in a taxable year beginning after December 22, 2010, those losses will be carried forward to one or more subsequent taxable years without expiration. Any such carryforward losses will retain their character as short-term or long-term; this may well result in larger distributions of short-term gains (taxed as ordinary income to individual shareholders) than would have resulted under the previous regime described above. The Fund must use any such carryforwards, which will not expire, applying them first against gains of the same character, before it uses any pre-2011 losses. This increases the likelihood that pre-2011 losses will expire unused. Capital gains that are offset by carried forward capital losses are not subject to fund-level U.S. federal income taxation, regardless of

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whether they are distributed to shareholders. Accordingly, the Funds do not expect to distribute any such offsetting capital gains. The Funds cannot carry back or carry forward any net operating losses.


Fund	Total Capital Loss Carryforwards		Losses Expiring In
Fund	Total Capital Loss Carryforwards		2012		2013		2014		2015		2016		2017		2018		2019
*For Funds with Fiscal Year Ending March 31*
Bond Fund		—		—		—		—		—		—		—		—		—
Corporate Income Fund	$	29,612,869		—		—		—	$	2,624,677	$	4,172,850	$	15,893,321	$	6,922,021		—
Emerging Markets Fund	$	286,191	$	249,452		—	$	36,739		—		—		—		—		—
Energy and Natural Resources Fund	$	9,909,297		—		—		—		—		—		—	$	9,909,297		—
Intermediate Bond Fund	$	37,616,748		—		—		—		—	$	29,716,227	$	3,958,085	$	3,942,436		—
Pacific/Asia Fund	$	22,522,564		—		—		—		—		—	$	9,165,902	$	12,566,247	$	790,415
Select Large Cap Growth Fund		—		—		—		—		—		—		—		—		—
Select Small Cap Fund	$	38,113,765		—		—		—		—		—		—	$	38,113,765		—
U.S. Treasury Index Fund		—		—		—		—		—		—		—		—		—
Value and Restructuring Fund	$	1,343,972,405		—		—		—		—		—	$	288,296,116	$	1,055,676,289		—

*For Funds with Fiscal Year Ending May 31*
High Yield Opportunity Fund	$	91,820,602	$	1,461,417	$	6,017,018	$	7,033,993	$	6,703,180	$	378,711	$	25,681,397	$	44,544,886		—
International Bond Fund		—		—		—		—		—		—		—		—		—
Strategic Income Fund	$	48,186,468		—		—		—		—		—		—	$	48,186,468		—

*For Funds with Fiscal Year Ending June 30*
High Yield Municipal Fund	$	72,549,507	$	1,587,432	$	5,621,572	$	466,991	$	1,471,699	$	5,694,295	$	17,741,445	$	35,721,468	$	4,244,605
Small Cap Value Fund I	$	1,471,559	$	1,233,446		—		—		—	$	238,113		—		—		—

*For Funds with Fiscal Year Ending July 31*
Ultra Short Term Bond Fund	$	16,247,003	$	29,640	$	47,961	$	627,248	$	685,751	$	213,699	$	2,249,159	$	1,023,617	$	11,369,928

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Fund	Total Capital Loss Carryforwards		Losses Expiring In
Fund	Total Capital Loss Carryforwards		2012		2013		2014		2015		2016		2017		2018		2019
*For Funds with Fiscal Year Ending August 31*
Balanced Fund	$	153,828,478		—		—		—	$	4,597,534	$	38,666,884	$	110,564,060		—		—
Greater China Fund		—		—		—		—		—		—		—		—		—
Mid Cap Growth Fund	$	89,826,261		—		—		—	$	29,526,504	$	60,299,757		—		—		—
Small Cap Growth Fund I		—		—		—		—		—		—		—		—		—
Oregon Intermediate Municipal Bond Fund	$	7,376		—		—		—		—		—		—		—	$	7,376
Strategic Investor Fund	$	97,178,837		—		—		—		—		—	$	81,654,079	$	15,524,758		—
Technology Fund	$	35,554,493		—		—		—		—		—	$	6,176,370	$	29,378,123		—

*For Funds with Fiscal Year Ending September 30*
Contrarian Core Fund	$	39,486,674		—		—		—		—		—	$	39,486,674		—		—
Dividend Income Fund	$	82,084,259		—		—	$	2,946,902		—		—	$	53,269,077	$	25,868,280		—
Large Cap Growth Fund	$	626,636,818		—		—		—	$	484,820,106	$	25,492,915	$	101,274,621	$	116,323,79X		—
Small Cap Core Fund		—		—		—		—		—		—		—		—		—

*For Funds with Fiscal Year Ending October 31*
CA Tax-Exempt Fund	$	1,773,937		—		—		—	$	44,686	$	1,247,347	$	421,820		—	$	60,084
CT Intermediate Municipal Bond Fund		—		—		—		—		—		—		—		—		—
CT Tax-Exempt Fund		—		—		—		—		—		—		—		—		—
Intermediate Municipal Bond Fund	$	924,351		—	$	106,525		—	$	361,418	$	160,476	$	233,374	$	62,558		—
MA Intermediate Municipal Bond Fund		—		—		—		—		—		—		—		—		—
MA Tax-Exempt Fund		—		—		—		—		—		—		—		—		—
NY Intermediate Municipal Bond Fund	$	1,006,068		—		—		—		—		—	$	1,006,068		—		—
NY Tax-Exempt Fund	$	174,547		—		—		—		—		—	$	174,547		—		—

*For the Fund with Fiscal Year Ending November 30*
Tax-Exempt Fund	$	1,455,576		—		—		—		—		—	$	1,455,576		—		—

*For the Fund with Fiscal Year Ending December 31*
Real Estate Equity Fund		—		—		—		—		—		—		—		—		—

Equalization Accounting

Each Fund may use the so-called “equalization method” of accounting to allocate a portion of its “accumulated earnings and profits,” which generally equals a Fund’s undistributed net investment income and realized capital gains, with certain adjustments, to redemption proceeds. This method permits a Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect a Fund’s total returns, it may reduce the amount of income and gains that the Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions to shareholders. The IRS has not sanctioned the particular equalization method used by the Funds, and thus a Fund’s use of this method may be subject to IRS scrutiny.

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Investment through Master Portfolios

Some Funds seek to continue to qualify as regulated investment companies by investing their assets through one or more Master Portfolios. Each Master Portfolio will be treated as a non-publicly traded partnership for U.S. federal income tax purposes rather than as a regulated investment company or a corporation under the Code. Under the rules applicable to a non-publicly traded partnership, a proportionate share of any interest, dividends, gains and losses of a Master Portfolio will be deemed to have been realized by ( i.e. , “passed through” to) its investors, including the corresponding Fund, regardless of whether any amounts are actually distributed by the Master Portfolio. Each investor in a Master Portfolio will be taxed on such share, as determined in accordance with the governing instruments of the particular Master Portfolio, the Code and Treasury Regulations, in determining such investor’s U.S. federal income tax liability. Therefore, to the extent a Master Portfolio were to accrue but not distribute any income or gains, the corresponding Fund would be deemed to have realized its proportionate share of such income or gains without receipt of any corresponding distribution. However, each of the Master Portfolios will seek to minimize recognition by its investors (such as a corresponding Fund) of income and gains without a corresponding distribution. Furthermore, each Master Portfolio intends to manage its assets, income and distributions in such a way that an investor in a Master Portfolio will be able to continue to qualify as a regulated investment company by investing its assets through the Master Portfolio.

Taxation of Fund Investments

In general, realized gains or losses on the sale of securities held by a Fund will be treated as capital gains or losses, and long-term capital gains or losses if the Fund has held or is deemed to have held the securities for more than one year at the time of disposition.

If a Fund purchases a debt obligation with original issue discount (OID) (generally a debt obligation with an issue price less than its stated principal amount, such as a zero-coupon bond), the Fund may be required to annually include in its income a portion of the OID as ordinary income, even though the Fund will not receive cash payments for such discount until maturity or disposition of the obligation. Inflation-protected bonds generally can be expected to produce OID income as their principal amounts are adjusted upward for inflation. In general, gains recognized on the disposition of (or the receipt of any partial payment of principal on) a debt obligation (including a municipal obligation) purchased by a Fund at a market discount, generally at a price less than its principal amount, will be treated as ordinary income to the extent of the portion of market discount which accrued, but was not previously recognized pursuant to an available election, during the term that the Fund held the debt obligation. A Fund generally will be required to make distributions to shareholders representing the OID or market discount (if an election is made by the Fund to accrue market discount over the holding period of the applicable debt obligation) on debt securities that is currently includible in income, even though the cash representing such income may not have been received by the Fund. Cash to pay such distributions may be obtained from borrowing or from sales proceeds of securities held by a Fund which the Fund otherwise might have continued to hold; obtaining such cash might be disadvantageous for the Fund.

In addition, payment-in-kind securities similarly will give rise to income which is required to be distributed and is taxable even though a Fund receives no cash interest payment on the security during the year. A portion of the interest paid or accrued on certain high-yield discount obligations (such as high-yield corporate debt securities) may not (and interest paid on debt obligations owned by a Fund that are considered for tax purposes to be payable in the equity of the issuer or a related party will not) be deductible to the issuer, possibly affecting the cash flow of the issuer.

If a Fund invests in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default, special tax issues may exist for the Fund. Tax rules are not entirely clear about issues such as whether a Fund should recognize market discount on a debt obligation and, if so, the amount of market discount the Fund should recognize, when a Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or

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worthless securities and how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by a Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.

If an option granted by a Fund is sold, lapses or is otherwise terminated through a closing transaction, such as a repurchase by the Fund of the option from its holder, the Fund generally will realize a short-term capital gain or loss, depending on whether the premium income is greater or less than the amount paid by the Fund in the closing transaction. Some capital losses realized by a Fund in the sale, exchange, exercise or other disposition of an option may be deferred if they result from a position that is part of a “straddle,” discussed below. If securities are sold by a Fund pursuant to the exercise of a covered call option granted by it, the Fund generally will add the premium received to the sale price of the securities delivered in determining the amount of gain or loss on the sale. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased.

Some regulated futures contracts, foreign currency contracts, and non-equity, listed options that may be used by a Fund will be deemed “Section 1256 contracts.” A Fund will be required to “mark to market” any such contracts held at the end of the taxable year by treating them as if they had been sold on the last day of that year at market value. Sixty percent of any net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the “mark-to-market” rule, generally will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as entirely ordinary income or loss as described below. These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash. Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the “60%/40%” rule and may require the Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts, and non-equity options.

Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options, futures contracts, forward contracts and similar instruments relating to foreign currency, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of the Fund’s income. Under future Treasury Regulations, any such transactions that are not directly related to a Fund’s investments in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the Fund to satisfy the 90% qualifying income test described above. If the net foreign exchange loss exceeds a Fund’s net investment company taxable income (computed without regard to such loss) for a taxable year, the resulting ordinary loss for such year will not be available as a carryforward and thus cannot be deducted by the Fund or its shareholders in future years.

Offsetting positions held by a Fund involving certain derivative instruments, such as forward, futures and options contracts, may be considered, for U.S. federal income tax purposes, to constitute “straddles.” “Straddles” are defined to include “offsetting positions” in actively traded personal property. The tax treatment of “straddles” is governed by Section 1092 of the Code which, in certain circumstances, overrides or modifies the provisions of Section 1256. If a Fund is treated as entering into a “straddle” and at least one (but not all) of the Fund’s positions in derivative contracts comprising a part of such straddle is governed by Section 1256 of the Code, described above, then such straddle could be characterized as a “mixed straddle.” A Fund may make one or more elections with respect to “mixed straddles.” Depending upon which election is made, if any, the results with respect to a Fund may differ. Generally, to the extent the straddle rules apply to positions established by a Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain. In addition, the existence of a straddle may affect the holding period of the offsetting positions. As a result, the straddle rules

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could cause distributions that would otherwise constitute “qualified dividend income” or qualify for the dividends-received deduction to fail to satisfy the applicable holding period requirements (as described below). Furthermore, the Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle, including any interest on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle. The application of the straddle rules to certain offsetting Fund positions can therefore affect the amount, timing, and character of distributions to shareholders, and may result in significant differences from the amount, timing and character of distributions that would have been made by the Fund if it had not entered into offsetting positions in respect of certain of its portfolio securities.

If a Fund enters into a “constructive sale” of any appreciated financial position in stock, a partnership interest, or certain debt instruments, the Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when a Fund enters into certain offsetting transactions with respect to the same or substantially identical property, including, but not limited to: (i) a short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future Treasury Regulations. The character of the gain from constructive sales will depend upon a Fund’s holding period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject of a constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will depend upon a Fund’s holding period in the position beginning with the date the constructive sale was deemed to have occurred and the application of various loss deferral provisions in the Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or before the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.

The amount of long-term capital gain a Fund may recognize from certain derivative transactions with respect to interests in certain pass-through entities is limited under the Code’s constructive ownership rules. The amount of long-term capital gain is limited to the amount of such gain the Fund would have had if the Fund directly invested in the pass-through entity during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge is imposed on the amount of gain that is treated as ordinary income.

If a Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders. Similar consequences may apply to repurchase and other derivative transactions. Similarly, to the extent that a Fund makes distributions of income received by such Fund in lieu of tax-exempt interest with respect to securities on loan, such distributions will not constitute exempt-interest dividends (defined below) to shareholders.

In addition, a Fund’s transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward contracts and swap agreements) may be subject to other special tax rules, such as the wash-sale rules or the short-sale rules, the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund’s securities, convert long-term capital gains into short-term capital gains, and/or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders.

Certain of a Fund’s investments in derivative instruments and foreign currency-denominated instruments, as well as any of its foreign currency transactions and hedging activities, are likely to produce a difference between its book income and its taxable income. If a Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt

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income), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in its shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. If a Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment.

Rules governing the U.S. federal income tax aspects of derivatives, including swap agreements and certain commodity-linked investments, are in a developing stage and are not entirely clear in certain respects. Accordingly, while each Fund intends to account for such transactions in a manner it deems to be appropriate, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund has made sufficient distributions, and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid fund-level tax. Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in certain derivatives or commodity-linked transactions.

Certain of the Funds employ a multi-manager approach in which the Investment Manager and one or more investment subadvisers each provide day-to-day portfolio management for a portion (or “sleeve”) of the Fund’s assets. Due to this multi-manager approach, certain of these Funds’ investments may be more likely to be subject to one or more special tax rules (including, but not limited to, wash sale, constructive sale, short sale, and straddle rules) that may affect the timing, character and/or amount of a Fund’s distributions to shareholders.

Any investment by a Fund in equity securities of a REIT may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Investments in equity securities of a REIT or another regulated investment company also may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by the Fund from a REIT generally will not constitute qualified dividend income and will not qualify for the dividends-received deduction.

A Fund may invest directly or indirectly in residual interests in REMICs or equity interests in taxable mortgage pools (TMPs). Under an IRS notice, and Treasury Regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income (including income allocated to the Fund from a REIT, a regulated investment company, or other pass-through entity) that is attributable to a residual interest in a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company, such as a Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, the Fund may not be a suitable investment for certain tax-exempt shareholders, as noted under Tax-Exempt Shareholders below.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or certain other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax.

Some amounts received by a Fund from its investments in MLPs will likely be treated as returns of capital because of accelerated deductions available with respect to the activities of MLPs. On the disposition of an investment in such an MLP, the Fund will likely realize taxable income in excess of economic gain from that

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asset (or, in later periods, if a Fund does not dispose of the MLP, the Fund will likely realize taxable income in excess of cash flow received by the Fund from the MLP), and the Fund must take such income into account in determining whether the Fund has satisfied its regulated investment company distribution requirements. The Fund may have to borrow or liquidate securities to satisfy its distribution requirements and meet its redemption requests, even though investment considerations might otherwise make it undesirable for the Fund to borrow money or sell securities at the time. In addition, distributions attributable to gain from the sale of MLPs that are characterized as ordinary income under the Code’s recapture provisions will be taxable to Fund shareholders as ordinary income.

As noted above, certain of the ETFs and MLPs in which a Fund may invest qualify as qualified publicly traded partnerships. In such cases, the net income derived from such investments will constitute qualifying income for purposes of the 90% gross income requirement described earlier for qualification as a regulated investment company. If, however, such a vehicle were to fail to qualify as a qualified publicly traded partnership in a particular year, a portion of the gross income derived from it in such year could constitute non-qualifying income to a Fund for purposes of the 90% gross income requirement and thus could adversely affect the Fund’s ability to qualify as a regulated investment company for a particular year. In addition, as described above, the diversification requirement for regulated investment company qualification will limit a Fund’s investments in one or more vehicles that are qualified publicly traded partnerships to 25% of the Fund’s total assets as of the end of each quarter of the Fund’s taxable year.

“Passive foreign investment companies” (PFICs) are generally defined as foreign corporations where at least 75% of their gross income for their taxable year is income from passive sources (such as certain interest, dividends, rents and royalties, or capital gains) or at least 50% of their assets on average produce such passive income. If a Fund acquires any equity interest in a PFIC, the Fund could be subject to U.S. federal income tax and interest charges on “excess distributions” received from the PFIC or on gain from the sale of such equity interest in the PFIC, even if all income or gain actually received by the Fund is timely distributed to its shareholders. Excess distributions and gain from the sale of interests in PFICs may be characterized as ordinary income even though, absent the application of PFIC rules, these amounts may otherwise have been classified as capital gain.

A Fund will not be permitted to pass through to its shareholders any credit or deduction for these special taxes and interest charges incurred with respect to a PFIC. Elections may be available that would ameliorate these adverse tax consequences, but such elections would require a Fund to include its share of the PFIC’s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC (in the case of a “QEF election”), or to mark the gains (and to a limited extent losses) in its interests in the PFIC “to the market” as though the Fund had sold and repurchased such interests on the last day of the Fund’s taxable year, treating such gains and losses as ordinary income and loss (in the case of a “mark-to-market election”). The QEF and mark-to-market elections may require a Fund to recognize taxable income or gain without the concurrent receipt of cash and increase the amount required to be distributed by the Fund to avoid taxation. Making either of these elections therefore may require a Fund to liquidate other investments prematurely to meet the minimum distribution requirements described above, which also may accelerate the recognition of gain and adversely affect the Fund’s total return. Each Fund may attempt to limit and/or manage its holdings in PFICs to minimize tax liability and/or maximize returns from these investments but there can be no assurance that it will be able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and interest charges described above in some instances. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income, as defined below.

A U.S. person, including a Fund, who owns (directly or indirectly) 10% or more of the total combined voting power of all classes of stock of a foreign corporation is a “U.S. Shareholder” for purposes of the controlled foreign corporation (“CFC”) provisions of the Code. A CFC is a foreign corporation that, on any day of its taxable year, is owned (directly, indirectly, or constructively) more than 50% (measured by voting power or value) by U.S. Shareholders. The wholly-owned subsidiaries of AP-Alternative Strategies Fund (for purposes of this paragraph, the “Fund”) are expected to be CFCs in which the Fund will be a U.S. Shareholder. As a U.S.

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Shareholder, the Fund is required to include in gross income for U.S. federal income tax purposes all of a CFC’s “subpart F income,” whether or not such income is actually distributed by the CFC, provided that the foreign corporation has been a CFC for at least 30 uninterrupted days in its taxable year. Subpart F income generally includes interest, OID, dividends, net gains from the disposition of stocks or securities, receipts with respect to securities loans, net gains from transactions (including futures, forward, and similar transactions) in commodities, and net payments received with respect to equity swaps and similar derivatives. Subpart F income is treated as ordinary income, regardless of the character of the CFC’s underlying income. Net losses incurred by a CFC during a tax year do not flow through to the Fund and thus will not be available to offset income or capital gain generated from the Fund’s other investments. In addition, net losses incurred by a CFC during a tax year generally cannot be carried forward by the CFC to offset gains realized by it in subsequent taxable years. To the extent the Fund invests in a CFC and recognizes subpart F income in excess of actual cash distributions from the CFC, the Fund may be required to sell assets (including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to its shareholders all of its income and gains and therefore to eliminate any tax liability at the Fund level.

In addition to the investments described above, prospective shareholders should be aware that other investments made by a Fund may involve complex tax rules that may result in income or gain recognition by the Fund without corresponding current cash receipts. Although each Fund seeks to avoid significant noncash income, such noncash income could be recognized by a Fund, in which case the Fund may distribute cash derived from other sources in order to meet the minimum distribution requirements described above. In this regard, a Fund could be required at times to liquidate investments prematurely in order to satisfy its minimum distribution requirements, which may accelerate the recognition of gain and adversely affect the Fund’s total return.

Taxation of Distributions

Except for exempt-interest dividends (defined below) paid by a Fund, distributions paid out of a Fund’s current and accumulated earnings and profits, whether paid in cash or reinvested in the Fund, generally are deemed to be taxable distributions and must be reported by each shareholder who is required to file a U.S. federal income tax return. Dividends and distributions on a Fund’s shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects either unrealized gains, or realized but undistributed income or gains. Such realized income and gains may be required to be distributed even when the Fund’s net asset value also reflects unrealized losses. For U.S. federal income tax purposes, a Fund’s earnings and profits, described above, are determined at the end of the Fund’s taxable year. Distributions in excess of a Fund’s current and accumulated earnings and profits will first be treated as a return of capital up to the amount of a shareholder’s tax basis in his or her Fund shares and then as capital gain. A return of capital is not taxable, but it reduces a shareholder’s tax basis in his or her Fund shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of his or her shares. A Fund may make distributions in excess of its earnings and profits to a limited extent, from time to time.

For U.S. federal income tax purposes, distributions of investment income (except for exempt-interest dividends, defined below) are generally taxable as ordinary income, and distributions of gains from the sale of investments that a Fund owned (or is deemed to have owned) for one year or less will be taxable as ordinary income. Distributions properly reported by a Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed the Fund’s actual net long-term capital gain for the taxable year), regardless of how long a shareholder has held Fund shares, and do not qualify as dividends for purposes of the dividends-received deduction or as qualified dividend income (defined below). Each Fund will report Capital Gain Dividends, if any, in written statements furnished to its shareholders.

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Some states will not tax distributions made to individual shareholders that are attributable to interest a Fund earns on direct obligations of the U.S. government if the Fund meets the state’s minimum investment or reporting requirements, if any. Investments in GNMA or FNMA securities, bankers’ acceptances, commercial paper, and repurchase agreements collateralized by U.S. Government securities generally do not qualify for tax-free treatment. This exemption may not apply to corporate shareholders.

Sales and Exchanges of Fund Shares

If a shareholder sells or exchanges his or her Fund shares, he or she generally will realize a taxable capital gain or loss on the difference between the amount received for the shares (or deemed received in the case of an exchange) and his or her tax basis in the shares. This gain or loss will be long-term capital gain or loss if he or she has held (or is deemed to have held) such Fund shares for more than one year at the time of the sale or exchange, and short-term capital gain or loss otherwise.

If a shareholder incurs a sales charge in acquiring Fund shares and sells or exchanges those Fund shares within 90 days of having acquired such shares, and if, as a result of having initially acquired those shares, he or she subsequently pays a reduced sales charge on a new purchase of shares of the Fund or a different regulated investment company, the sales charge previously incurred in acquiring the Fund’s shares generally shall not be taken into account (to the extent the previous sales charges do not exceed the reduction in sales charges on the new purchase) for the purpose of determining the amount of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase. This sales charge basis deferral rule shall apply only when a shareholder makes such new acquisition of Fund shares or shares of a different regulated investment company during the period beginning on the date the original Fund shares are disposed of and ending on January 31 of the calendar year following the calendar year the original Fund shares are disposed of. Also, if a shareholder realizes a loss on a disposition of Fund shares, the loss will be disallowed under “wash sale” rules to the extent that he or she purchases substantially identical shares within the 61-day period beginning 30 days before and ending 30 days after the disposition. Any disallowed loss generally will be reflected in an adjustment to the tax basis of the purchased shares.

If a shareholder receives a Capital Gain Dividend or is deemed to receive a distribution of long-term capital gain with respect to any Fund share and such Fund share is held or treated as held for six months or less, then (unless otherwise disallowed) any loss on the sale or exchange of that Fund share will be treated as a long-term capital loss to the extent of the Capital Gain Dividend or deemed long-term capital gain distribution. If Fund shares are sold at a loss after being held for six months or less, the loss will generally be disallowed to the extent of any exempt-interest dividends (defined below) received on those shares. However, this loss disallowance does not apply with respect to redemptions of Fund shares with a holding period beginning after December 22, 2010 if such Fund declares substantially all of its net tax-exempt income as exempt-interest dividends on a daily basis, and pays such dividends on at least a monthly basis (as would typically be the case for tax-exempt money market funds).

Cost Basis Reporting

Historically, each Fund has been required to report to shareholders and the IRS only gross proceeds on sales, redemptions or exchanges of Fund shares. The Funds are subject to new reporting requirements for shares purchased, including shares purchased through dividend reinvestment, on or after January 1, 2012 and sold, redeemed or exchanged after that date. IRS regulations now generally require the Funds (or the shareholder’s Selling or Servicing Agent, if Fund shares are held through a Selling or Servicing Agent) to provide the shareholders and the IRS, upon the sale, redemption or exchange of Fund shares, with cost basis information about those shares as well as information about whether any gain or loss is short- or long-term and whether any loss is disallowed under the “wash sale” rules. This reporting is not required for Fund shares held in a retirement or other tax-advantaged account. With respect to Fund shares in accounts held directly with a Fund, each Fund will calculate and report cost basis using the Fund’s default method of average cost, unless the shareholder instructs the Fund to use a different calculation method. A Fund will not report cost basis for shares whose cost

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basis is uncertain or unknown to the Fund. Please visit the Funds’ website at www.columbiamanagement.com or contact the Funds at 800.345.6611 for more information regarding average cost basis reporting and other available methods for cost basis reporting and how to select or change a particular method or to choose specific shares to sell, redeem or exchange. If a shareholder retains Fund shares through a Selling or Servicing Agent, he or she should contact their Selling or Servicing Agent to learn about the Fund’s cost basis reporting default method and the reporting elections available to his or her account. The Funds do not recommend any particular method of determining cost basis. The shareholder should consult a tax advisor to determine which available cost basis method is best. When completing U.S. federal and state income tax returns, shareholders should carefully review the cost basis and other information provided and make any additional basis, holding period or other adjustments that may be required.

Foreign Taxes

Amounts realized by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of securities of foreign corporations, the Fund will be eligible to file an annual election with the IRS pursuant to which the Fund may pass through to its shareholders on a pro rata basis foreign income and similar taxes paid by the Fund with respect to foreign securities that the Fund has held for at least the minimum holding periods specified in the Code and such taxes may be claimed, subject to certain limitations, either as a tax credit or deduction by the shareholders. In some cases, a Fund may also be eligible to pass through to its shareholders the foreign taxes paid by underlying funds (as defined below) in which it invests that themselves elected to pass through such taxes to their shareholders, see Special Tax Considerations Pertaining to Funds of Funds below.

Certain Funds may qualify for and make the election; however, even if a Fund qualifies for the election for any year, it may determine not to make the election for such year. If a Fund does not so qualify or qualifies but does not so elect, then shareholders will not be entitled to claim a credit or deduction with respect to foreign taxes paid by or withheld from payments to the Fund. A Fund will notify its shareholders in written statements if it has elected for the foreign taxes paid by it to “pass through” for that year.

In general, if a Fund makes the election, the Fund itself will not be permitted to claim a credit or deduction for foreign taxes paid in that year, and the Fund’s dividends-paid deduction will be increased by the amount of foreign taxes paid that year. Fund shareholders generally shall include their proportionate share of the foreign taxes paid by the Fund in their gross income and treat that amount as paid by them for the purpose of the foreign tax credit or deduction, provided that any applicable holding period and other requirements have been met. If a shareholder claims a credit for foreign taxes paid, in general, the credit will be subject to certain limits. A deduction for foreign taxes paid may be claimed only by shareholders that itemize their deductions. Shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-exempt accounts (including those who invest through IRAs or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.

Special Tax Considerations Pertaining to Tax-Exempt Funds

If, at the close of each quarter of a regulated investment company’s taxable year, at least 50% of the value of its total assets consists of obligations the interest on which is exempt from U.S. federal income tax under Section 103(a) of the Code, then the regulated investment company may qualify to pay “exempt-interest dividends” and pass through to its shareholders the tax-exempt character of its income from such obligations. Certain of the Funds intend to so qualify and are designed to provide shareholders with a high level of income in the form of exempt-interest dividends, which are generally exempt from U.S. federal income tax (each such qualifying Fund, a “Tax-Exempt Fund”) . In some cases, a Fund may also be eligible to pass through to its shareholders the tax-exempt character of any exempt-interest dividends it receives from underlying funds (as defined below) in which it invests, see Special Tax Considerations Pertaining to Funds of Funds below.

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Distributions by a Tax-Exempt Fund, other than those attributable to interest on the Tax-Exempt Fund’s tax-exempt obligations and properly reported as exempt-interest dividends, will be taxable to shareholders as ordinary income or long-term capital gain or, in some cases, could constitute a return of capital to shareholders. See Taxation of Distributions above. Each Tax-Exempt Fund will notify its shareholders in written statements of the portion of the distributions for the taxable year that constitutes exempt-interest dividends. The percentage of a shareholder’s income reported as tax-exempt for any particular distribution may be substantially different from the percentage of the Tax-Exempt Fund’s income that was tax-exempt during the period covered by the distribution. The deductibility of interest paid or accrued on indebtedness incurred by a shareholder to purchase or carry shares of a Tax-Exempt Fund may be limited. The portion of such interest that is non-deductible generally equals the amount of such interest times the ratio of a Tax-Exempt Fund’s exempt-interest dividends received by the shareholder to all of the Tax-Exempt Fund’s dividends received by the shareholder (excluding Capital Gain Dividends and any capital gains required to be included in the shareholder’s long term capital gains in respect of capital gains retained by the Tax-Exempt Fund, as described earlier).

Although exempt-interest dividends are generally exempt from U.S. federal income tax, there may not be a similar exemption under the laws of a particular state or local taxing jurisdiction. Thus, exempt-interest dividends may be subject to state and local taxes; however, each state-specific Tax-Exempt Fund generally invests at least 80% of its net assets in municipal bonds that pay interest that is exempt not only from U.S. federal income tax, but also from the applicable state’s personal income tax (but not necessarily local taxes or taxes of other states). You should consult your tax advisor to discuss the tax consequences of your investment in a Tax-Exempt Fund.

Tax-exempt interest on certain “private activity bonds” has been designated as a “tax preference item” and must be added back to taxable income for purposes of calculating U.S. federal alternative minimum tax (“AMT”). To the extent that a Tax-Exempt Fund invests in certain private activity bonds, its shareholders will be required to report that portion of the Tax-Exempt Fund’s distributions attributable to income from the bonds as a tax preference item in determining their U.S. federal AMT, if any. Shareholders will be notified of the tax status of distributions made by a Tax-Exempt Fund. Persons who may be “substantial users” (or “related persons” of substantial users) of facilities financed by private activity bonds should consult their tax advisors before purchasing shares in a Tax-Exempt Fund. In addition, exempt-interest dividends paid by a Tax-Exempt Fund to a corporate shareholder are, with very limited exceptions, included in the shareholder’s “adjusted current earnings” as part of its U.S. federal AMT calculation. As of the date of this SAI, individuals are subject to the U.S. federal AMT at a maximum rate of 28% and corporations at a maximum rate of 20%. Shareholders with questions or concerns about the U.S. federal AMT should consult their own tax advisors.

Ordinarily, a Tax-Exempt Fund relies on an opinion from the issuer’s bond counsel that interest on the issuer’s obligation will be exempt from U.S. federal income taxation. However, no assurance can be given that the IRS will not successfully challenge such exemption, which could cause interest on the obligation to be taxable and could jeopardize a Tax-Exempt Fund’s ability to pay exempt-interest dividends. Similar challenges may occur as to state-specific exemptions. Also, from time to time legislation may be introduced or litigation may arise that would change the treatment of exempt-interest dividends. Such litigation or legislation may have the effect of raising the state or other taxes payable by shareholders on such dividends. Shareholders should consult their tax advisors for the current law on exempt-interest dividends.

A shareholder who receives Social Security or railroad retirement benefits should consult his or her tax advisor to determine what effect, if any, an investment in a Tax-Exempt Fund may have on the federal taxation of such benefits. Exempt-interest dividends are included in income for purposes of determining the amount of benefits that are taxable.

Special Tax Considerations Pertaining to Funds of Funds

Certain Funds (each such fund, a “Fund of Funds”) invest their assets primarily in shares of other mutual funds, ETFs or other companies that are regulated investment companies (collectively, “underlying funds”).

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Consequently, their distributable income and gains will normally consist primarily of distributions from underlying funds and gains and losses on the disposition of shares of underlying funds. To the extent that an underlying fund realizes net losses on its investments for a given taxable year, a Fund of Funds will not be able to benefit from those losses until (i) the underlying fund realizes gains that it can reduce by those losses, or (ii) the Fund of Funds recognizes its shares of those losses (so as to offset distributions of net income or capital gains from other underlying funds) when it disposes of shares of the underlying fund. Moreover, even when a Fund of Funds does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for U.S. federal income tax purposes as a short-term capital loss or an ordinary deduction. In particular, a Fund of Funds will not be able to offset any capital losses from its dispositions of underlying fund shares against its ordinary income (including distributions of any net short-term capital gains realized by an underlying fund).

In addition, in certain circumstances, the “wash sale” rules may apply to sales of underlying fund shares by a Fund of Funds that have generated losses. As discussed above, a wash sale occurs if shares of an underlying fund are sold by a Fund of Funds at a loss and the Fund of Funds acquires additional shares of that same underlying fund 30 days before or after the date of the sale. The wash-sale rules could defer losses of a Fund of Funds on sales of underlying fund shares (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.

As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gain that a Fund of Funds will be required to distribute to shareholders will be greater than such amounts would have been had the Fund of Funds invested directly in the securities held by the underlying funds, rather than investing in shares of the underlying funds. For similar reasons, the character of distributions from a Fund of Funds ( e.g. , long-term capital gain, exempt interest, eligibility for dividends-received deduction) will not necessarily be the same as it would have been had the Fund of Funds invested directly in the securities held by the underlying funds.

Depending on the percentage ownership of a Fund of Funds in an underlying fund before and after a redemption of underlying fund shares, the redemption of shares by the Fund of Funds of such underlying fund may cause the Fund of Funds to be treated as receiving a dividend on the full amount of the distribution instead of receiving a capital gain or loss on the shares of the underlying fund. This could be the case where a Fund of Funds holds a significant interest in an underlying fund that is not “publicly offered” (as defined in the Code) and redeems only a small portion of such interest. Dividend treatment of a redemption by a Fund of Funds would affect the amount and character of income required to be distributed by both the Fund of Funds and the underlying fund for the year in which the redemption occurred. It is possible that such a dividend would qualify as “qualified dividend income”; otherwise, it would be taxable as ordinary income and could cause shareholders of a Fund of Funds to recognize higher amounts of ordinary income than if the shareholders had held shares of the underlying funds directly.

If a Fund of Funds receives dividends from an underlying fund, and the underlying fund reports such dividends as “qualified dividend income,” as discussed below, then the Fund of Funds is permitted, in turn, to report a portion of its distributions as “qualified dividend income,” provided the Fund of Funds meets the holding period and other requirements with respect to shares of the underlying fund. If a Fund of Funds receives dividends from an underlying fund, and the underlying fund reports such dividends as eligible for the dividends-received deduction, then the Fund of Funds is permitted, in turn, to report a portion of its distributions as eligible for the dividends-received deduction, provided the Fund of Funds meets the holding period and other requirements with respect to shares of the underlying fund.

If a Fund of Funds is a “qualified fund of funds” (a regulated investment company that invests at least 50% of its total assets in other regulated investment companies at the close of each quarter of its taxable year), it will be able to distribute exempt-interest dividends and thereby pass through to its shareholders the tax-exempt character of any interest received on tax-exempt obligations in which it directly invests or any exempt-interest

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dividends it receives from underlying funds in which it invests. For further considerations pertaining to exempt-interest dividends, see Special Tax Considerations Pertaining to Tax-Exempt Funds above.

Further, if a Fund of Funds is a qualified fund of funds, it will be able to elect to pass through to its shareholders any foreign income and other similar taxes paid by the Fund of Funds or paid by an underlying fund in which the Fund of Funds invests that itself elected to pass such taxes through to shareholders, so that shareholders of the Fund of Funds will be eligible to claim a tax credit or deduction for such taxes. However, even if a Fund of Funds qualifies to make the election for any year, it may determine not to do so. For further considerations pertaining to foreign taxes paid by a Fund, see Foreign Taxes above.

U.S. Federal Income Tax Rates

As of the date of this SAI, the maximum stated U.S. federal income tax rate applicable to individuals generally is 35% for ordinary income and 15% for net long-term capital gain. Long-term capital gain rates applicable to individuals have been reduced—in general, to 15% with a 0% rate applying to taxpayers in the 10% and 15% rate brackets—for taxable years beginning before January 1, 2013.

For taxable years beginning before January 1, 2013, U.S. federal income tax law also provides for a maximum individual U.S. federal income tax rate applicable to “qualified dividend income” equal to the highest net long-term capital gain rate, which, as described above, generally is 15%. It is currently unclear whether Congress will extend the reduction in capital gain rates or this qualified dividend income provision to or for tax years beginning on or after January 1, 2013. In general, “qualified dividend income” is income attributable to dividends received by a Fund from certain domestic and foreign corporations, as long as certain holding period and other requirements are met by the Fund with respect to the dividend-paying corporation’s stock and by the shareholders with respect to the Fund’s shares. If 95% or more of a Fund’s gross income (excluding net long-term capital gain over net short-term capital loss) constitutes qualified dividend income, all of its distributions (other than Capital Gain Dividends) will be generally treated as qualified dividend income in the hands of individual shareholders, as long as they have owned their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date) and meet certain other requirements specified in the Code. In general, if less than 95% of a Fund’s income is attributable to qualified dividend income, then only the portion of the Fund’s distributions that is attributable to qualified dividend income and reported as such in a timely manner will be so treated in the hands of individual shareholders who meet the aforementioned holding period requirements. The rules regarding the qualification of Fund distributions as qualified dividend income are complex, including the holding period requirements. Individual Fund shareholders therefore are urged to consult their own tax advisors and financial planners. Fixed income funds typically do not distribute significant amounts of qualified dividend income.

The maximum stated corporate U.S. federal income tax rate applicable to ordinary income and net capital gain currently is 35%. Actual marginal tax rates may be higher for some shareholders, for example, through reductions in deductions. Naturally, the amount of tax payable by any taxpayer will be affected by a combination of tax laws covering, for example, deductions, credits, deferrals, exemptions, sources of income and other matters. U.S. federal income tax rates are set to increase in future years under various “sunset” provisions of U.S. federal income tax laws.

For taxable years beginning on or after January 1, 2013, Section 1411 of the Code generally imposes a 3.8% Medicare contribution tax on certain high-income individuals, trusts and estates. For individuals, the 3.8% tax will apply to the lesser of (1) the amount (if any) by which the taxpayer’s modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer’s “net investment income.” For this purpose, “net investment income” generally includes, among other things, (i) distributions paid by a Fund of net investment income and capital gains (other than exempt-interest dividends) as described above, and (ii) any net gain recognized on the sale, redemption, exchange or other taxable disposition of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Fund.

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Backup Withholding

Each Fund generally is required to withhold, and remit to the U.S. Treasury, subject to certain exemptions, an amount equal to 28% of all distributions and redemption proceeds (including proceeds from exchanges and redemptions in-kind) paid or credited to a Fund shareholder if (1) the shareholder fails to furnish the Fund with a correct “taxpayer identification number” (TIN) or has not certified to the Fund that withholding does not apply or (2) the IRS notifies the Fund that the shareholder’s TIN is incorrect or the shareholder is otherwise subject to backup withholding. These backup withholding rules may also apply to distributions that are properly reported as exempt-interest dividends (defined above). This backup withholding is not an additional tax imposed on the shareholder. The shareholder may apply amounts required to be withheld as a credit against his or her future U.S. federal income tax liability, provided that the required information is furnished to the IRS. If a shareholder fails to furnish a valid TIN upon request, the shareholder can also be subject to IRS penalties. Unless Congress enacts legislation providing otherwise, the rate of backup withholding is set to increase to 31% for amounts distributed or paid after December 31, 2012.

Tax-Deferred Plans

The shares of a Fund may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts. Prospective investors should contact their tax advisors and financial planners regarding the tax consequences to them of holding Fund shares through such plans and/or accounts.

Corporate Shareholders

Subject to limitations and other rules, a corporate shareholder of a Fund may be eligible for the dividends-received deduction on Fund distributions attributable to dividends received by the Fund from domestic corporations, which, if received directly by the corporate shareholder, would qualify for such a deduction. For eligible corporate shareholders, the dividends-received deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic corporation will be eligible for the deduction only if certain holding period and other requirements are met. For information regarding eligibility for the dividends-received deduction of dividend income derived by an underlying fund in which a Fund of Funds invests, see Special Tax Considerations Pertaining to Funds of Funds above. These requirements are complex; therefore, corporate shareholders of the Funds are urged to consult their own tax advisors and financial planners.

As discussed above, a portion of the interest paid or accrued on certain high-yield discount obligations that a Fund may own may not be deductible to the issuer. If a portion of the interest paid or accrued on these obligations is not deductible, that portion will be treated as a dividend. In such cases, if the issuer of the obligation is a domestic corporation, dividend payments by a Fund may be eligible for the dividends-received deduction to the extent of the dividend portion of such interest.

Foreign Shareholders

For purposes of this discussion, “foreign shareholders” generally include: (i) nonresident alien individuals, (ii) foreign trusts ( i.e. , a trust other than a trust with respect to which a U.S. court is able to exercise primary supervision over administration of that trust and one or more U.S. persons have authority to control substantial decisions of that trust), (iii) foreign estates ( i.e. , the income of which is not subject to U.S. tax regardless of source), and (iv) foreign corporations.

Generally, unless an exception applies, dividend distributions made to foreign shareholders other than Capital Gain Dividends and exempt-interest dividends (defined above) will be subject to non-refundable U.S. federal income tax withholding at a 30% rate (or such lower rate as may be provided under an applicable income tax treaty) even if they are funded by income or gains (such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign person directly, would not be subject to withholding.

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However, generally, for taxable years beginning before January 1, 2012, distributions made to foreign shareholders and properly reported by a Fund as “interest-related dividends” were exempt from U.S. federal income tax withholding. The exemption for interest-related dividends did not apply to any distribution to a foreign shareholder (i) to the extent that the dividend was attributable to certain interest on an obligation if the foreign shareholder was the issuer or was a 10% shareholder of the issuer, (ii) that was within certain foreign countries that had inadequate information exchange with the United States, or (iii) to the extent the dividend was attributable to interest paid by a person that was a related person of the foreign shareholder and the foreign shareholder was a controlled foreign corporation. Interest-related dividends are generally attributable to the Fund’s net U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder. In order for a distribution to qualify as an interest-related dividend, the Fund was required to report it as such in a written notice furnished to its shareholders. Notwithstanding the foregoing, if a distribution described above is “effectively connected” with a U.S. trade or business (or, if an income tax treaty applies, is attributable to a U.S. permanent establishment) of the recipient foreign shareholder, neither U.S. federal income tax withholding nor the exemption for interest-related dividends (if otherwise applicable) will apply. Instead, the distribution will be subject to the tax, reporting and withholding requirements generally applicable to U.S. persons, and an additional branch profits tax may apply if the recipient foreign shareholder is a foreign corporation.

In general, a foreign shareholder’s capital gains realized on the disposition of Fund shares and distributions properly reported as Capital Gain Dividends are not subject to U.S. federal income or withholding tax, unless: (i) such gains or distributions are effectively connected with a U.S. trade or business (or, if an income tax treaty applies, are attributable to a U.S. permanent establishment) of the foreign shareholder; (ii) in the case of an individual foreign shareholder, the shareholder is present in the U.S. for a period or periods aggregating 183 days or more during the year of the disposition of Fund shares or the receipt of Capital Gain Dividends and certain other conditions are met; or (iii) the Fund shares on which the foreign shareholder realized gain constitute U.S. real property interests (USRPIs, defined below) or, in certain cases, the distributions are attributable to gain from the sale or exchange of a USRPI, as discussed below. If the requirements of clause (i) are met, the tax, reporting and withholding requirements applicable to U.S. persons generally will apply to the foreign shareholder and an additional branch profits tax may apply if the foreign shareholder is a foreign corporation. If the requirements of clause (i) are not met, but the requirements of clause (ii) are met, such gains and distributions will be subject to U.S. federal income tax at a 30% rate (or such lower rate as may be provided under an applicable income tax treaty). Please see below for a discussion of the tax implications to foreign shareholders in the event that clause (iii) applies with respect to taxable years of a Fund beginning before January 1, 2012, distributions to a foreign shareholder attributable to the Fund’s net short-term capital gain in excess of its net long-term capital loss and reported as such by the Fund in a written notice, furnished to its shareholders (“short-term capital gain dividends”) were generally not subject to U.S. federal income or withholding tax unless clause (i), (ii) or (iii) above applies to such distributions.

It is currently unclear whether Congress will extend the exemptions from withholding for interest-related dividends and short-term capital gain dividends with respect to taxable years of a Fund beginning on or after January 1, 2012 and what the terms of any such extension would be, including whether any such extension would have retroactive effect. Even if permitted to do so, each Fund provides no assurance that it would report any distributions as interest-related dividends or short-term capital gain dividends.

In the case of shares held through an intermediary, even if a Fund reports a payment as exempt from U.S. federal withholding tax, no assurance can be made that the intermediary will respect such classification, and an intermediary may withhold in spite of such reporting by a Fund. Foreign shareholders should contact their intermediaries regarding the application of these rules to their accounts.

Special rules apply to distributions to foreign shareholders from a Fund if it is either a “U.S. real property holding corporation” (USRPHC) or would be a USRPHC but for the operation of certain exceptions from USRPI treatment for interests in domestically controlled REITs (or, prior to January 1, 2012, regulated investment companies) and not-greater-than-5% interests in publicly traded classes of stock in REITs or regulated investment

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companies. Additionally, special rules apply to the sale of shares in a Fund if it is a USRPHC. Generally, a USRPHC is a domestic corporation that holds USRPIs – defined generally as any interest in U.S. real property or any equity interest in a USRPHC – the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States and other assets. If a Fund holds (directly or indirectly) significant interests in REITs, it may be a USRPHC.

If a Fund is a USRPHC or would be a USRPHC but for certain of the above-mentioned exceptions, amounts the Fund receives from REITs derived from gains realized from USRPIs generally will retain their character as such in the hands of the Fund’s foreign shareholders. In the hands of a foreign shareholder that holds (or has held in the prior 12 months) more than a 5% interest in any class of the Fund, such amounts generally will be treated as gains “effectively connected” with the conduct of a “U.S. trade or business,” and subject to tax at graduated rates. Moreover, such shareholder generally will be required to file a U.S. income tax return for the year recognized, and the Fund must withhold 35% of the amount of such distribution. Otherwise, in the case of all other foreign shareholders ( i.e. , those whose interest in any class of the Fund did not exceed 5% at any time during the prior 12 months), such amounts generally will be treated as ordinary income (regardless of whether the Fund otherwise reported such distribution as a short-term capital gain dividend or Capital Gain Dividend), and the Fund must withhold 30% (or a lower applicable treaty rate) of the amount of the distribution paid to such shareholders. If a Fund is subject to the rules of this paragraph, its foreign shareholders may also be subject to “wash sale” rules to prevent the avoidance of the foregoing tax-filing and payment obligations through the sale and repurchase of Fund shares. Prior to January 1, 2012, if a Fund was a USRPHC or would have been a USRPHC but for certain of the above-mentioned exceptions, similar rules generally also applied to any non-REIT USRPI gains recognized by the Fund directly or indirectly through certain lower-tier regulated investment companies. It is currently unclear whether Congress will extend such application for distributions made on or after January 1, 2012 and what the terms of any such extension would be, including whether any such extension would have retroactive effect.

In addition, if a Fund is a USRPHC, it generally must withhold 10% of the amount realized in redemption by a greater-than-5% foreign shareholder, and that shareholder must file a U.S. income tax return for the year of the disposition of the USRPI and pay any additional tax due on the gain. Prior to January 1, 2012, such withholding generally was not required with respect to amounts paid in redemption of shares of a Fund if it was a domestically controlled USRPHC, or, in certain limited cases, if the Fund (whether or not domestically controlled) held substantial investments in regulated investment companies that were domestically controlled USRPHCs. It is currently unclear whether Congress will extend this exemption from withholding for redemptions made on or after January 1, 2012 and what the terms of any such extension would be, including whether any such extension would have retroactive effect.

In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must comply with applicable certification requirements relating to its foreign status (including, in general, furnishing an IRS Form W-8BEN or substitute form). Foreign shareholders should consult their tax advisors in this regard.

Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding Fund shares through foreign partnerships. In addition, additional considerations may apply to foreign trusts and foreign estates. Investors holding Fund shares through foreign entities should consult their tax advisors about their particular situation.

A beneficial holder of shares who is a foreign person may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal income tax referred to above.

Tax-Exempt Shareholders

Under current law, a Fund serves to “block” (that is, prevent the attribution to shareholders of) UBTI from being realized by tax-exempt shareholders. Notwithstanding this “blocking” effect, a tax-exempt shareholder

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could realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).

It is possible that a tax-exempt shareholder will also recognize UBTI if a Fund recognizes excess inclusion income (as described above) derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs. Furthermore, any investment in residual interests of a CMO that has elected to be treated as a REMIC can create complex tax consequences, especially if the Fund has state or local governments or other tax-exempt organizations as shareholders.

In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT, as defined in Section 664 of the Code, that realizes UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in a Fund to the extent that it recognizes excess inclusion income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a Fund and the Fund recognizes excess inclusion income, then the Fund will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest U.S. federal corporate income tax rate. The extent to which the IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. Each Fund has not yet determined whether such an election will be made. CRTs are urged to consult their tax advisors concerning the consequences of investing in a Fund.

Shareholder Reporting Obligations With Respect to Foreign Bank and Financial Accounts and Other Foreign Financial Assets

Certain individuals (and, if provided in future guidance, certain domestic entities) must disclose annually their interests in “specified foreign financial assets” on IRS Form 8938, which must be attached to their U.S. federal income tax returns for taxable years beginning after March 18, 2010. The IRS has released the Form 8938 and instructions in draft form. The instructions indicate that shareholders generally will not be required to report their indirect interests in a Fund’s “specified foreign financial assets” (if any), but this preliminary guidance is subject to change pending the IRS’s release of the finalized Form 8938 and its instructions. In addition, shareholders that are U.S. persons and own, directly or indirectly, more than 50% of a Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on Treasury Department Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts (FBAR). Shareholders should consult a tax advisor, and persons investing in the Fund through an intermediary should contact their intermediary, regarding the applicability to them of both of these reporting requirements.

Other Reporting and Withholding Requirements

Rules enacted in March 2010 require the reporting to the IRS of direct and indirect ownership of foreign financial accounts and foreign entities by U.S. persons. Failure, including by a U.S. person, to provide this required information can result in a 30% withholding tax on certain payments (“withholdable payments”), beginning in 2014 or 2015, depending on the type of payment. Specifically, withholdable payments subject to this 30% withholding tax include payments of U.S.-source dividends and interest made on or after January 1, 2014, and payments of gross proceeds from the sale or other disposal of property that can produce U.S.-source dividends or interest made on or after January 1, 2015.

The IRS has issued preliminary guidance with respect to these rules; this guidance is potentially subject to material change. Very generally, it is possible that all or a portion of a distribution made by a Fund on or after the

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dates specified above (or such later dates as may be provided in future guidance) to a shareholder, including a distribution in redemption of shares and a distribution of income or gains otherwise exempt from withholding under the rules applicable to non-U.S. shareholders described above (e.g., Capital Gain Dividends and short-term capital gain and interest-related dividends, as described above), will be treated as a withholding payment subject to the 30% withholding requirement. Payments to a foreign shareholder that is a “foreign financial institution” will generally be subject to withholding, unless such shareholder timely enters into and complies with an agreement with the IRS or otherwise complies with applicable guidance. Payments to shareholders that are U.S. persons or foreign individuals will generally not be subject to withholding, so long as such shareholders provide a Fund with such certifications or other documentation, including, to the extent required, with regard to their direct and indirect owners, as the Fund requires to comply with these rules. Persons investing in a Fund through an intermediary should contact their intermediary regarding the application of this reporting and withholding regime to their investments in the Fund.

Shareholders are urged to consult a tax advisor regarding this reporting and withholding regime, in light of their particular circumstances.

Tax Shelter Reporting Regulations

Under Treasury Regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of the applicable date indicated below, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” (i.e., owns of record or is known by the Trust to own beneficially 5% or more of any class of a Fund’s outstanding shares) is listed below.

Principal Holder Ownership of the Funds with fiscal year ending March 31:

As of June 30, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Bond Fund Class A (as of September 30, 2011)	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		2,153,822.012		27.24%

Bond Fund Class B (as of September 30, 2011)	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		169,423.742		41.96%

Bond Fund Class B (as of September 30, 2011)	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		52,356.972		12.97%

Bond Fund Class B (as of September 30, 2011)	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		23,541.255		5.83%

Bond Fund Class C (as of September 30, 2011)	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		422,620.617		29.69%

Bond Fund Class C (as of September 30, 2011)	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		215,396.130		15.13%

Bond Fund Class C (as of September 30, 2011)	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		77,702.618		5.46%

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Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Bond Fund Class I (as of September 30, 2011)	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		2,135,670.054		43.30%

Bond Fund Class I (as of September 30, 2011)	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL INCOME & GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,000,327.626		20.28%

Bond Fund Class I (as of September 30, 2011)	STATE STREET BANK & TRUST COMPANY AS AGENT FOR ASSET ALLOCATION VS ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		449,467.359		9.11%

Bond Fund Class I (as of September 30, 2011)	RVS RETIREMENT PLUS 2015 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		268,979.058		5.45%

Bond Fund Class I (as of September 30, 2011)	RVS RETIREMENT PLUS 2020 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		260,514.837		5.28%

Bond Fund Class I (as of September 30, 2011)	RVS RETIREMENT PLUS 2025 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		254,890.495		5.17%

Bond Fund Class T (as of September 30, 2011)	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		469,684.546		27.47%

Bond Fund Class W (as of September 30, 2011)	RIVERSOURCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		262.565		100.00%

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Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Bond Fund Class Y (as of September 30, 2011)	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		2,133,249.339		99.94%

Bond Fund Class Z (as of September 30, 2011)	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		131,816,742.581		64.63%

Bond Fund Class Z (as of September 30, 2011)	BANK OF AMERICA NA TTEE BANK OF AMERICA 401K PLAN ATTN NORMA AJA PO BOX 1939 HOUSTON TX 77251-1939		27,453,873.233		13.46%

Bond Fund Class Z (as of September 30, 2011)	BANK OF AMERICA TTEE 401(K) FOR LEGACY FLEET TRUST ATTN NORMA AJA PO BOX 1939 HOUSTON TX 77251-1939		14,757,195.069		7.24%

Corporate Income Fund Class A	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		592,938.321		6.99%

Corporate Income Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		592,270.984		6.98%

Corporate Income Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		84,493.673		21.07%

Corporate Income Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		167,368.132		17.03%

206


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Corporate Income Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311		50,610.806		5.15%

Corporate Income Fund Class Z	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		28,409,120.138		68.23%

Corporate Income Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151		3,747,177.371		9.00%

Corporate Income Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVE DE LAFAYETTE BOSTON MA 02111		8,596,081.634		74.48%

Corporate Income Fund Class I	STATE STREET BANK & TRUST COMPANY AAF FOR LIFEGOAL INCOME & GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,518,529.755		13.16%

Corporate Income Fund Class I	SSB AND TRUST CO AS AGENT FOR ASSET ALLOCATION FUND VS ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		804,809.375		6.97%

Corporate Income Fund Class W	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		10,471,404.536		100.00%

207


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Emerging Markets Fund Class A	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		184,120.453		16.41%

Emerging Markets Fund Class C	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		29,026.539		15.92%
Emerging Markets Fund Class C	CITIGROUP GLOBAL MARKETS, INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402		12,618.033		6.92%

Emerging Markets Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484		10,347,527.239		36.71%

Emerging Markets Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		9,728,136.166		34.51%

Emerging Markets Fund Class Z	NFS LLC FEBO SMALL GRAT LLC 35 EAGLE DR SHARON MA 02067-2907		1,460,904.361		5.18%

Emerging Markets Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		4,117,329.563		49.40%

208


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Emerging Markets Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		2,070,771.573		24.85%

Emerging Markets Fund Class I	COLUMBIA MANAGEMENT ADVISORS INC FBO COLUMBIA MASTERS INTERNATIONAL EQUITY PORTFOLIO ATTN JIM MARIN ONE FINANCIAL CENTER FL 3 BOSTON MA 02111-2694		928,459.929		11.14%

Emerging Markets Fund Class R	RIVERSOURCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		213.675		100.00%

Emerging Markets Fund Class W	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		4,572,221.263		100.00%

Energy and Natural Resources Fund Class C	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		186,068.621		14.35%

Energy and Natural Resources Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484		7,097,547.107		26.48%

Energy and Natural Resources Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		5,317,846.236		19.84%

209


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Energy and Natural Resources Fund Class Z	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		1,818,635.598		6.78%

Energy and Natural Resources Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		3,700,774.855		66.27%

Energy and Natural Resources Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,211,827.410		21.70%

Energy and Natural Resources Fund Class I	SSB AND TRUST CO AS AGENT FOR ASSET ALLOCATION FUND VS ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		345,976.421		6.20%

Energy and Natural Resources Fund Class I	STATE STREET BANK & TRUST CO AAF LIFEGOAL INCOME & GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		291,703.417		5.22%

Energy and Natural Resources Fund Class R	CAPITAL BANK & TRUST CO TTEE FBO EVERETT GASKINS HANCOCK LLP 401K PS 8515 E ORCHARD RD GREENWOOD VLG CO 80111-5002		2,395.849		26.16%

Energy and Natural Resources Fund Class R	FRONTIER TRUST CO FBO EDCO 401K PLAN PO BOX 10758 FARGO ND 58106-0758		2,019.005		22.04%

Energy and Natural Resources Fund Class R	JEFFREY DICKERSON TTEE FBO RIDGE CARE 401K C/O FASCORE LLC 8515 E ORCHARD RD GREENWOOD VLG CO 80111-5002		1,825.702		19.93%

210


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Energy and Natural Resources Fund Class R	COLORADO GASTROENTEROLOGY TTEE FBO COLORADO GASTROENTEROLOGY 401K PSP C/O FASCORE LLC 8515 E ORCHARD RD GREENWOOD VLG CO 80111-5002		1,294.089		14.13%

Energy and Natural Resources Fund Class R	LEELA ATLURU & MURALI ATLURU TTEES DIVERSIFIED TECHNOLOGY CONSULTANTS C/O FASCORE LLC 8515 E ORCHARD RD GREENWOOD VLG CO 80111-5002		1,241.604		13.56%

Energy and Natural Resources Fund Class R4	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		2,572.188		42.81%

Energy and Natural Resources Fund Class R4	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		2,437.048		40.56%

Energy and Natural Resources Fund Class R4	MG TRUST COMPANY CUST. FBO SADDLE BUTTE OPERATING, LLC 700 17TH STREET SUITE 300 DENVER CO 80202-3531		485.897		8.09%

Intermediate Bond Fund Class A	NFS LLC FEBO TRANSAMERICA LIFE INS COMPANY 1150 S OLIVE ST STE 2700 LOS ANGELES CA 90015-2211		3,233,111.291		14.80%

Intermediate Bond Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		2,169,401.997		9.93%

211


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Intermediate Bond Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		495,539.384		40.56%

Intermediate Bond Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		966,668.544		26.20%

Intermediate Bond Fund Class C	CITIGROUP GLOBAL MARKETS, INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402		341,933.501		9.27%

Intermediate Bond Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311		211,157.764		5.72%

Intermediate Bond Fund Class I	COLUMBIA THERMOSTAT FUND C/O PAULA RYAN 227 W MONROE ST STE 3000 CHICAGO IL 60606-5018		2,958,799.590		99.99%

Intermediate Bond Fund Class R	FRONTIER TRUST CO FBO RKT SAVINGS & RETPLAN PO BOX 10758 FARGO ND 58106-0758		83,151.128		27.68%

Intermediate Bond Fund Class R	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		41,387.724		13.78%

Intermediate Bond Fund Class R	FRONTIER TRUST CO FBO REGGIO REGISTER CO INC 401K PO BOX 10758 FARGO ND 58106-0758		29,618.919		9.86%

212


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Intermediate Bond Fund Class R	FRONTIER TRUST CO FBO THOMAS J KING JR D D S PC P PO BOX 10758 FARGO ND 58106-0758		24,299.480		8.09%

Intermediate Bond Fund Class R	ORCHARD TRUST CO LLC CUST OPP FUNDS RECORDK PRO RET PL 8515 E ORCHARD RD GREENWOOD VILLAGE CO 80111		18,932.701		6.30%

Intermediate Bond Fund Class R	FRONTIER TRUST CO FBO AUBURN MANUFACTURING INC RETIREME PO BOX 10758 FARGO ND 58106-0758		18,189.603		6.06%

Intermediate Bond Fund Class W	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		273.437		100.00%

Intermediate Bond Fund Class Z	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		177,496,348.010		57.90%

Intermediate Bond Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151		16,495,140.273		5.38%

Pacific/Asia Fund Class I	COLUMBIA MANAGEMENT ADVISORS INC FBO COLUMBIA MASTERS INTERNATIONAL EQUITY PORTFOLIO ATTN JIM MARIN ONE FINANCIAL CENTER FL 3 BOSTON MA 02111-2694		2,895,767.727		30.82%

213


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Pacific/Asia Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		2,153,217.215		22.92%

Pacific/Asia Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,482,206.435		15.78%

Pacific/Asia Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		839,885.106		8.94%

Pacific/Asia Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		711,724.905		7.58%
Pacific/Asia Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484		934,699.064		44.85%

Pacific/Asia Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		401,617.911		19.27%

Pacific/Asia Fund Class Z	NFS LLC FEBO 120 BROADWAY PT CHAR LEAD UNI MORRIS W KELLOGG TTEE 48 WALL ST FL 30 NEW YORK NY 10005-2915		130,626.271		6.27%

214


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Pacific/Asia Fund Class A	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		22,904.867		12.31%

Pacific/Asia Fund Class A	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052		13,261.773		7.13%

Pacific/Asia Fund Class C	RAYMOND JAMES & ASSOC INC FBO KEITH LARSEN & LYNNE LARSEN JT/WROS 42 MARDEN AVE SEA CLIFF NY 11579-2035		5,273.804		20.57%

Pacific/Asia Fund Class C	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052		3,198.135		12.48%

Pacific/Asia Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311		2,680.278		10.46%

Pacific/Asia Fund Class C	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		2,136.513		8.33%

Pacific/Asia Fund Class C	FIRST CLEARING LLC 2801 MARKET ST SAINT LOUIS MO 63103-2523		1,903.032		7.42%

Pacific/Asia Fund Class C	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		1,744.026		6.80%

Pacific/Asia Fund Class C	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		1,444.360		5.63%

Select Large Cap Growth Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		3,149,517.420		28.04%

215


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Select Large Cap Growth Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		2,592,370.497		23.08%

Select Large Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,847,428.143		16.45%

Select Large Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,363,971.130		12.14%

Select Large Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		901,900.186		8.03%

Select Large Cap Growth Fund Class W	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		3,120,137.466		99.99%

Select Large Cap Growth Fund Class C	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		756,917.313		39.20%

Select Large Cap Growth Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311		176,182.956		9.12%

216


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Select Large Cap Growth Fund Class C	CITIGROUP GLOBAL MARKETS, INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402		164,811.305		8.54%

Select Large Cap Growth Fund Class R	GPC AGENT FOR RELIANCE TRUST CO FBO FRANKEL AUTOMOTIVE GROUP 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377		43,546.554		12.93%

Select Large Cap Growth Fund Class R	WILMINGTON TRUST RISC CUST FBO WATTEREDGE INC EMPLOYEE SP PO BOX 52129 PHOENIX AZ 85072-2129		32,979.745		9.79%

Select Large Cap Growth Fund Class R	GPC AGENT FOR RELIANCE TRUST CO FBO SECURITY PACKAGING INC 401K PS PLAN PO BOX 79377 ATLANTA GA 30357-7377		29,641.012		8.80%

Select Large Cap Growth Fund Class R	ORCHARD TRUST CO LLC CUST OPP FUNDS RECORDK PRO RET PL 8515 E ORCHARD RD GREENWOOD VILLAGE CO 80111		27,805.403		8.25%

Select Large Cap Growth Fund Class R	FRONTIER TRUST CO FBO NETWORK ADJUSTERS INC 401 PO BOX 10758 FARGO ND 58106-0758		19,723.924		5.86%

Select Large Cap Growth Fund Class R	FRONTIER TRUST CO FBO ABC SCHOOL EQUIPMENT INC 401K P PO BOX 10758 FARGO ND 58106-0758		18,418.584		5.47%

Select Large Cap Growth Fund Class R	WILMINGTON TRUST RISC CUST FBO INDUSTRIAL ENERGY PO BOX 52129 PHOENIX AZ 85072-2129		17,322.809		5.14%

217


Fund/ Share Class	Shareholder Account Registration	Share Balance		Percentage of class

Select Large Cap Growth Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484		224,916,729.576		81.75%

Select Large Cap Growth Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		17,169,561.803		6.24%

Select Small Cap Fund Class A	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311		245,951.572		25.55%

Select Small Cap Fund Class C	RBC CAPITAL MARKETS CORP FBO NANCY H WILTEN INDIVIDUAL RETIREMENT ACCOUNT 1361 BRIDLE BIT RD FLOWER MOUND TX 75022-6293		12,837.343		17.36%

Select Small Cap Fund Class C	CITIGROUP GLOBAL MARKETS, INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402		6,097.496		8.24%

Select Small Cap Fund Class C	RBC CAPITAL MARKETS CORP FBO MARTHA H EISENLOHR JOHN E EISENLOHR TENANT COMMON 3849 NORMANDY DALLAS TX 75205-2106		5,500.307		7.44%

Select Small Cap Fund Class R	DCGT AS TTEE AND/OR CUST FBO PRINCIPAL FINANCIAL GROUP QUALIFIED PRIN ADVTG OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001		84,632.453		16.24%

218


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Select Small Cap Fund Class R	WELLS FARGO BANK FBO VARIOUS RETIREMENT PLANS 1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522		33,602.585		6.45%

Select Small Cap Fund Class R	DCGT AS TTEE AND/OR CUST FBO PRINCIPAL FINANCIAL GROUP QUALIFIED FIA OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001		28,591.751		5.49%

Select Small Cap Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484		19,107,812.170		66.20%

Select Small Cap Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		2,371,551.610		8.22%

U.S. Treasury Index Fund Class A	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		1,032,479.776		29.47%

U.S. Treasury Index Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		380,047.458		10.85%

U.S. Treasury Index Fund Class B	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		106,826.905		32.75%

219


Fund	Shareholder Account Registration	Share Balance		Percentage of class
U.S. Treasury Index Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR JERSEY CITY NJ 07311		110,436.008		9.69%

U.S. Treasury Index Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		101,107.037		8.87%

U.S. Treasury Index Fund Class C	MERRILL LYNCH, PIERCE, FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FLOOR JACKSONVILLE FL 32246-6484		86,931.927		7.62%

U.S. Treasury Index Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		3,605,637.248		35.14%

U.S. Treasury Index Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		2,502,209.402		24.39%

U.S. Treasury Index Fund Class I	COLUMBIA THERMOSTAT FUND C/O PAULA RYAN 227 W MONROE ST STE 3000 CHICAGO IL 60606-5018		1,444,016.053		14.07%

U.S. Treasury Index Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE CONSERVATIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,232,211.164		12.01%

U.S. Treasury Index Fund Class I	RIVERSOURCE PORTFOLIO BUILDER AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		813,501.743		7.93%

U.S. Treasury Index Fund Class I	RIVERSOURCE PORTFOLIO BUILDER CONSERVATIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		564,843.992		5.50%

220


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Value and Restructuring Fund Class R	DCGT AS TTEE AND/OR CUST FBO PRINCIPAL FINANCIAL GROUP QUALIFIED FIA OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001		215,664.838		18.03%

Value and Restructuring Fund Class R	JPMORGAN CHASE BANK CUST FBO HUTAMAKI LONG TERM SAVINGS & INVESTMENT PLAN C/O JPMORGAN RPS 9300 WARD PKWY KANSAS CITY MO 64114-3317		192,420.789		16.09%

Value and Restructuring Fund Class R	JPMORGAN CHASE BANK TTEE FBO HUHTAMAKI LONG TERM SAVINGS & INVESTMENT PL FOR HOURLY EMPLOYEES C/O JPMORGAN RPS 9300 WARD PKWY KANSAS CITY MO 64114-3317		71,463.635		5.98%

Value and Restructuring Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484		39,725,937.634		33.13%

Value and Restructuring Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		30,911,121.631		25.78%

Value and Restructuring Fund Class Z	JOHN HANCOCK LIFE INSURANCE CO USA RPS SEG FUNDS & ACCOUNTING 601 CONGRESS ST BOSTON MA 02210-2804		7,015,674.633		5.85%

Value and Restructuring Fund Class I	RIVERSOURCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		57.511		99.94%

221


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Value and Restructuring Fund Class R	DCGT AS TTEE AND/OR CUST FBO PRINCIPAL FINANCIAL GROUP QUALIFIED FIA OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001		215,664.838		18.03%

Value and Restructuring Fund Class R	JPMORGAN CHASE BANK CUST FBO HUTAMAKI LONG TERM SAVINGS & INVESTMENT PLAN C/O JPMORGAN RPS 9300 WARD PKWY KANSAS CITY MO 64114-3317		192,420.789		16.09%

Value and Restructuring Fund Class R	JPMORGAN CHASE BANK TTEE FBO HUHTAMAKI LONG TERM SAVINGS & INVESTMENT PL FOR HOURLY EMPLOYEES C/O JPMORGAN RPS 9300 WARD PKWY KANSAS CITY MO 64114-3317		71,463.635		5.98%

Value and Restructuring Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E JACKSONVILLE FL 32246-6484		39,725,937.634		33.13%

Value and Restructuring Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		30,911,121.631		25.78%

Value and Restructuring Fund Class Z	JOHN HANCOCK LIFE INSURANCE CO USA RPS SEG FUNDS & ACCOUNTING 601 CONGRESS ST BOSTON MA 02210-2804		7,015,674.633		5.85%

Value and Restructuring Fund Class I	RIVERSOURCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		57.511		99.94%

222

Fund

Shareholder Account Registration

Share Balance

Percentage
of class

Value and Restructuring Fund

Class W

RIVERSOURCE INVESTMENTS LLC

ATTN T ARMBRUSTMACHER & V GEHLHAR

50807 AMERIPRISE FINANCIAL CTR

MINNEAPOLIS MN 55474-0508

57.484

100.00%

Principal Holder Ownership of the Funds with fiscal year ending May 31:

As of August 31, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund	Shareholder Account Registration	Share Balance		Percentage of class
High Yield Opportunity Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		6,837,607.049		14.91	%

High Yield Opportunity Fund Class A	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		3,852,038.118		8.40	%

High Yield Opportunity Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		2,854,661.956		6.23	%

High Yield Opportunity Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		278,535.528		17.14	%

High Yield Opportunity Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		122,131.392		7.52	%

High Yield Opportunity Fund Class B	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		100,553.204		6.19	%

High Yield Opportunity Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		413,509.299		14.12	%

223


Fund	Shareholder Account Registration	Share Balance		Percentage of class
High Yield Opportunity Fund Class C	CITIGROUP GLOBAL MARKETS, INC ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		163,146.284		5.57	%

High Yield Opportunity Fund Class C	UBS WM USA ATTN: DEPT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		160,374.068		5.48	%

High Yield Opportunity Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		154,075.997		5.26	%

High Yield Opportunity Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		19,976,286.696		79.95	%

International Bond Fund Class A	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		22,601.807		13.32	%

International Bond Fund Class A	AMERICAN ENTERPRISE INV SVCS 707 2ND AVE S MINNEAPOLIS MN 55402-2405		21,697.656		12.79	%

International Bond Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		9,320.797		5.49	%

International Bond Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		8,696.072		24.01	%

International Bond Fund Class C	AMERICAN ENTERPRISE INVESTMENT SVCS P.O. BOX 9446 MINNEAPOLIS MN 55474-0001		1,927.125		5.32	%

224


Fund	Shareholder Account Registration	Share Balance		Percentage of class
International Bond Fund Class I	STATE STREET BANK & TRUST CO AAF LIFEGOAL BALANCED GROWTH ATTN: JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1712		1,677,212.333		46.65	%

International Bond Fund Class I	RVS INCOME BLDR BASIC INCOME FD 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		1,273,543.762		35.42	%

International Bond Fund Class I	STATE STREET BANK & TRUST CO AAF LIFEGOAL INCOME & GROWTH ATTN: JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1712		378,820.913		10.54	%

International Bond Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		856,308.041		59.92	%

International Bond Fund Class Z	MGMT INVESTMENT ADVSR LLC ATTN: TIM ARMBRUSTMACHER 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		512,998.748		35.90	%

Strategic Income Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		15,713,776.725		7.58	%

Strategic Income Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		10,650,403.136		5.14	%

Strategic Income Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		2,257,670.090		19.68	%

225


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Strategic Income Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		1,270,200.186		11.07	%

Strategic Income Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		8,607,826.060		24.96	%

Strategic Income Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		2,424,971.367		7.03	%

Strategic Income Fund Class C	CITIGROUP GLOBAL MARKETS, INC ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		1,998,427.521		5.80	%

Strategic Income Fund Class C	UBS WM USA ATTN: DEPT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		1,988,224.983		5.77	%

Strategic Income Fund Class R	RIVERSOURCE INVESTMENTS LLC ATTN: T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		1,265.655		100.00	%

Strategic Income Fund Class R4	CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		23,417.266		66.90	%

Strategic Income Fund Class R4	AMERICAN ENTERPRISE INVESTMENT SVCS P.O. BOX 9446 MINNEAPOLIS MN 55474-0001		10,297.859		29.42	%

Strategic Income Fund Class R5	PATRICKS PLAIN 6967 COOKS HOPE RD EASTON MD 21601-8305		44,525.357		97.18	%

Strategic Income Fund Class W	RIVERSOURCE INVESTMENTS LLC ATTN: T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		405.844		100.00	%

226


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Strategic Income Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		84,807,570.348		77.46	%

Strategic Income Fund Class Z	CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		6,308,224.550		5.76	%

Principal Holder Ownership of the Funds with fiscal year ending June 30:

As of September 30, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund	Shareholder Account Registration	Share Balance		Percentage of class
High Yield Municipal Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		1,577,361.412		22.39	%

High Yield Municipal Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		524,124.010		7.44	%

High Yield Municipal Fund Class A	UBS WM USA ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		498,251.106		7.07	%

High Yield Municipal Fund Class A	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		486,461.361		6.90	%

High Yield Municipal Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		118,809.757		43.01	%

227


Fund	Shareholder Account Registration	Share Balance		Percentage of class
High Yield Municipal Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		57,210.829		20.71	%

High Yield Municipal Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		16,709.116		6.05	%

High Yield Municipal Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		289,137.641		31.82	%

High Yield Municipal Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		89,768.188		9.88	%

High Yield Municipal Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		57,417.705		6.32	%

High Yield Municipal Fund Class C	LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		54,017.268		5.94	%

High Yield Municipal Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		55,012,305.500		82.97	%

Small Cap Value Fund I Class A	ORCHARD TRUST COMPANY LLC TTEE FBO EMPLOYEE BENEFITS CLIENTS 401(K) PLAN 8515 E ORCHARD RD GREENWOOD VLG CO 80111-5002		844,814.681		5.71	%

Small Cap Value Fund I Class A	DCGT AS TTEE AND/OR CUST FBO PRINCIPAL FINANCIAL GROUP QUALIFIED FIA OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001		828,821.076		5.60	%

228


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Small Cap Value Fund I Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		825,989.585		5.58%

Small Cap Value Fund I Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		73,626.629		17.18	%

Small Cap Value Fund I Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		54,287.949		12.67	%

Small Cap Value Fund I Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		43,508.516		10.15	%

Small Cap Value Fund I Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		261,777.101		20.84	%

Small Cap Value Fund I Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		139,258.021		11.09	%

Small Cap Value Fund I Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		98,672.579		7.86	%

Small Cap Value Fund I Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		78,590.948		6.26	%

Small Cap Value Fund I Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34 ^TH ST NEW YORK NY 10001-2402		68,259.782		5.43	%

229


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Small Cap Value Fund I Class I	RVS INCOME BLDR BASIC INCOME FD 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		910,915.064		54.46	%

Small Cap Value Fund I Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		447,232.094		26.74	%

Small Cap Value Fund I Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		272,759.385		16.31	%

Small Cap Value Fund I Class R	MG TRUST COMPANY CUST FBO TOWER GROVE PARK DEFERRED COMPENSAT 700 17 ^TH ST STE 300 DENVER CO 80202-3531		397.717		42.12	%

Small Cap Value Fund I Class R	FRONTIER TRUST CO FBO SCANBUY INC 401K PLAN PO BOX 10758 FARGO ND 58106-0758		341.756		36.20	%

Small Cap Value Fund I Class R	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		158.959		16.84	%

Small Cap Value Fund I Class Y	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		26,444.247		98.79	%

Small Cap Value Fund I Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		5,665,502.633		25.05	%

230


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Small Cap Value Fund I Class Z	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		4,435,001.916		19.61	%

Small Cap Value Fund I Class Z	CHARLES SCHWAB & CO INC CUST ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		1,279,996.136		5.66	%

Principal Holder Ownership of the Fund with fiscal year ending July 31:

As of October 31, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.

Fund/Share Class

Shareholder Account Registration

Share Balance

Percentage
of class

Ultra Short Term Bond Fund

MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTENTION SERVICE TEAM

4800 DEER LAKE DRIVE E FL 3

JACKSONVILLE FL 32246-6484

102,000,780.213

94.34

Principal Holder Ownership of the Funds with fiscal year ending August 31:

As of November 30, 2011 (except as otherwise indicated), the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Balanced Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		52,906.487		10.05	%

Balanced Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		237,179.577		12.34	%

Balanced Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		215,181.461		11.20	%

231


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Balanced Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		169,337.273		8.81	%

Balanced Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		115,278.294		6.00	%

Balanced Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		110,378.230		5.74	%

Balanced Fund Class R	ALERUS FINANCIAL FBO MILWAUKEE ECONOMIC DEVELOPMENT CORP PO BOX 64535 SAINT PAUL MN 55164-0535		12,229.810		48.08	%

Balanced Fund Class R	FIIOC FBO NEW MILLENNIUM SOLAR EQUIPMENT CORP 401(K) SAVINGS PLAN 100 MAGELLAN WAY COVINGTON KY 41015-1987		4,850.762		19.07	%

Balanced Fund Class R	MG TRUST CO CUST FBO REYNOLDS H2O PLUS INC 700 17TH ST STE 300 DENVER CO 80202-3531		3,163.909		12.44	%

Balanced Fund Class R	FRONTIER TRUST CO FBO PORTNOY SAVINGS & RETIREMENT PO BOX 10758 FARGO ND 58106-0758		3,034.136		11.93	%

Balanced Fund Class R4	WELLS FARGO BANK FBO 1525 W W T HARRIS BLVD CHARLOTTE NC 28262-8522		1,902,584.919		99.98	%

Balanced Fund Class R5	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FBO CUSTOMERS ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		298.552		59.20	%

232


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Balanced Fund Class R5	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		205.783		40.80	%

Balanced Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOM 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		1,794,239.748		18.89	%

Balanced Fund Class Z	HARTFORD SECURITIES DISTRIBUTION COMPANY INC ATTN UIT OPERATIONS/PRG PO BOX 2999 HARTFORD CT 06104-2999		701,565.693		7.38	%

Balanced Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		573,817.543		6.04	%

Greater China Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		215,812.356		11.24	%

Greater China Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		176,367.501		9.19	%

Greater China Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		150,628.020		7.85	%

Greater China Fund Class A	UBS WM USA ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		123,901.408		6.45	%

233


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Greater China Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		46,790.339		19.59	%

Greater China Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		22,041.949		9.23	%

Greater China Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		12,825.399		5.37	%

Greater China Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		168,406.101		28.54	%

Greater China Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		84,372.342		14.30	%

Greater China Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		61,114.613		10.36	%

Greater China Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		32,861.842		5.57	%

Greater China Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		31,485.559		5.34	%

Greater China Fund Class C	UBS WM USA ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		30,808.677		5.22	%

234


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Greater China Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		455,155.636		27.00	%

Greater China Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		395,591.091		23.47	%

Greater China Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		350,848.406		20.81	%

Greater China Fund Class I	RIVERSOURCE PORTFOLIO BUILDER AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		330,409.694		19.60	%

Greater China Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE CONSERVATIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		103,720.539		6.15	%

Greater China Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		376,033.313		41.43	%

Greater China Fund Class Z	CHARLES SCHWAB & CO INC CUST ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		62,803.969		6.92	%

Greater China Fund Class Z	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		53,425.367		5.89	%

235


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Mid Cap Growth Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		1,170,580.167		9.33	%

Mid Cap Growth Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		922,998.703		7.36	%

Mid Cap Growth Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		47,502.229		16.07	%

Mid Cap Growth Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		30,526.221		10.33	%

Mid Cap Growth Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		18,320.456		6.20	%

Mid Cap Growth Fund Class B	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		17,936.659		6.07	%

Mid Cap Growth Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		500,014.280		22.34	%

Mid Cap Growth Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		249,629.490		11.15	%

Mid Cap Growth Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		187,927.013		8.40	%

236


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Mid Cap Growth Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		121,452.830		5.43	%

Mid Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		2,036,630.150		21.27	%

Mid Cap Growth Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,988,958.206		20.77	%

Mid Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,719,653.628		17.96	%

Mid Cap Growth Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,663,875.544		17.38	%

Mid Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,240,487.580		12.95	%

Mid Cap Growth Fund Class R	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		347,032.986		31.98	%

Mid Cap Growth Fund Class R	DCGT TRUSTEE & OR CUSTODIAN FBO PRINCIPAL FINANCIAL GROUP QUALIFIED FIA OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001		77,904.428		7.18	%

237


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Mid Cap Growth Fund Class R5	GRAMMA FISHER FOUNDATION 6967 COOKS HOPE RD EASTON MD 21601-8305		47,452.281		57.15	%

Mid Cap Growth Fund Class R5	PATRICKS PLAIN 6769 COOKS HOPE RD EASTON MN 21601-8305		34,403.697		41.44	%

Mid Cap Growth Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		133,952.195		16.05	%

Mid Cap Growth Fund Class W	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		2,556,953.225		99.98	%

Mid Cap Growth Fund Class Y	FIM FUNDING INC C/O BOFA GLOBAL CAPITAL MANAGEMENT 100 FEDERAL ST BOSTON MA 02110-1802		619.067		50.65	%

Mid Cap Growth Fund Class Y	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		603.233		49.35	%

Mid Cap Growth Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		19,357,397.141		41.37	%

Mid Cap Growth Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		3,713,784.691		7.94	%

Oregon Intermediate Municipal Bond Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		330,781.250		14.64	%

238


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Oregon Intermediate Municipal Bond Fund Class A	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		258,411.534		11.43	%

Oregon Intermediate Municipal Bond Fund Class A	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		173,781.384		7.69	%

Oregon Intermediate Municipal Bond Fund Class A	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		168,568.278		7.46	%

Oregon Intermediate Municipal Bond Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		145,099.154		6.42	%

Oregon Intermediate Municipal Bond Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		140,441.601		6.21	%

Oregon Intermediate Municipal Bond Fund Class A	RAYMOND JAMES FBO OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100		128,477.708		5.68	%

Oregon Intermediate Municipal Bond Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		1,750.850		29.40	%

Oregon Intermediate Municipal Bond Fund Class B	WEDBUSH MORGAN SECURITIES 1000 WILSHIRE BLVD LOS ANGELES CA 90017-2457		1,618.580		27.18	%

Oregon Intermediate Municipal Bond Fund Class B	WEDBUSH MORGAN SECURITIES 1000 WILSHIRE BLVD LOS ANGELES CA 90017-2457		1,586.043		26.63	%

239


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Oregon Intermediate Municipal Bond Fund Class B	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		801.931		13.46	%

Oregon Intermediate Municipal Bond Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		670,263.930		43.13	%

Oregon Intermediate Municipal Bond Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		246,062.245		15.83	%

Oregon Intermediate Municipal Bond Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		220,264.084		14.17	%

Oregon Intermediate Municipal Bond Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FBO CUSTOMERS ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		4,925,926.024		15.20	%

Oregon Intermediate Municipal Bond Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		2,552,904.369		7.88	%

Columbia Small Cap Growth Fund I Class A	UBS WM USA OMNI ACCOUNT M/F ATTN DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		153,163.636		5.23	%

Columbia Small Cap Growth Fund I Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		150,583.041		5.14	%

Columbia Small Cap Growth Fund I Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		17,230.033		28.43	%

240


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Columbia Small Cap Growth Fund I Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		6,286.300		10.37	%

Columbia Small Cap Growth Fund I Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		4,827.029		7.96	%

Columbia Small Cap Growth Fund I Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		119,790.102		24.73	%

Columbia Small Cap Growth Fund I Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		94,233.439		19.45	%

Columbia Small Cap Growth Fund I Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		42,118.957		8.69	%

Columbia Small Cap Growth Fund I Class C	RAYMOND JAMES FBO OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100		24,677.316		5.09	%

Columbia Small Cap Growth Fund I Class C	UBS WM USA ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		24,645.791		5.09	%

Columbia Small Cap Growth Fund I Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,008,113.650		34.98	%

Columbia Small Cap Growth Fund I Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		556,001.278		19.29	%

241


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Columbia Small Cap Growth Fund I Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		457,449.212		15.87	%

Columbia Small Cap Growth Fund I Class I	RIVERSOURCE PORTFOLIO BUILDER AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		312,795.408		10.85	%

Columbia Small Cap Growth Fund I Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		264,490.948		9.18	%

Columbia Small Cap Growth Fund I Class R	FRONTIER TRUST CO FBO HENNESSEY ENTERPRISES PS PO BOX 10758 FARGO ND 58106-0758		1,195.306		61.56	%

Columbia Small Cap Growth Fund I Class R	FRONTIER TRUST CO FBO GREENWOOD CHRISTIAN CHURCH INC 40 PLAN FRONTIER TRUST CO PO BOX 10577 FARGO ND 58106-0577		652.125		33.59	%

Columbia Small Cap Growth Fund I Class Y	ANCHORAGE POLICE & FIRE RETIREMENT SYSTEM ATTN CHARLES M LAIRD 3600 DR MARTIN LUTHER KING JR AVE STE 207 ANCHORAGE AK 99507-1222		375,684.977		99.86	%

Columbia Small Cap Growth Fund I Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		14,150,746.328		46.82	%

Columbia Small Cap Growth Fund I Class Z	NFS LLC FEBO STATE STREET BANK TRUST CO TTEE VARIOUS RETIREMENT PLANS 440 MAMARONECK AVE HARRISON NY 10528-2418		2,853,843.423		9.44	%

242


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Columbia Small Cap Growth Fund I Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		2,821,188.394		9.33	%

Strategic Investor Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		438,125.926		5.69	%

Strategic Investor Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		233,720.856		26.64	%

Strategic Investor Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		156,737.481		17.87	%

Strategic Investor Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		44,723.368		5.10	%

Strategic Investor Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		146,842.355		17.27	%

Strategic Investor Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		118,180.564		13.90	%

Strategic Investor Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		55,533.271		6.53	%

243


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Strategic Investor Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		44,396.061		5.22	%

Strategic Investor Fund Class I	RIVERSOURCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		146.972		100.00	%

Strategic Investor Fund Class R	HARTFORD SECURITIES DISTRIBUTION COMPANY INC ATTN UIT OPERATIONS/PRG PO BOX 2999 HARTFORD CT 06104-2999		52,754.891		79.78	%

Strategic Investor Fund Class R	MG TRUST COMPANY CUST. FBO WATERPARTNERS INTERNATIONAL, INC. 700 17TH STREET SUITE 300 DENVER CO 80202-3531		6,016.642		9.10	%

Strategic Investor Fund Class W	RIVERSOURCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		147.319		100.00	%

Strategic Investor Fund Class Y	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		854,582.105		99.91	%

Strategic Investor Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		4,562,669.398		12.65	%

Strategic Investor Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FBO CUSTOMERS ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		2,972,689.202		8.24	%

Technology Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		691,926.505		11.58	%

244


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Technology Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		80,164.997		15.04	%

Technology Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		80,040.517		15.01	%

Technology Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		63,976.125		12.00	%

Technology Fund Class B	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		42,046.606		7.89	%

Technology Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		814,443.092		40.98	%

Technology Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		166,150.460		8.36	%

Technology Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		158,529.833		7.98	%

Technology Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		143,527.754		7.22	%

Technology Fund Class Z	VANGUARD FIDUCIARY TRUST COMPANY COLUMBIA TECHNOLOGY FUND PO BOX 2600 VALLEY FORGE PA 19482-2600		2,890,659.110		24.05	%

245


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Technology Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		2,720,680.618		22.63	%

Technology Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		1,193,141.311		9.93	%

Technology Fund Class Z	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		691,404.185		5.75	%

Principal Holder Ownership of the Funds with fiscal year ending September 30:

As of December 31, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Contrarian Core Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		872,606.988		26.27	%

Contrarian Core Fund Class C	RAYMOND JAMES FBO OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100		336,665.261		10.13	%
Contrarian Core Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		255,445.147		7.69	%

Contrarian Core Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		188,402.509		5.67	%

246


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Contrarian Core Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		3,991,549.435		18.62	%

Contrarian Core Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		3,783,551.060		17.65	%

Contrarian Core Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		3,641,097.034		16.98	%

Contrarian Core Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		3,266,276.523		15.23	%

Contrarian Core Fund Class I	RIVERSOURCE PORTFOLIO BUILDER AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		2,245,469.536		10.47	%

Contrarian Core Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE CONSERVATIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,213,516.352		5.66	%

Contrarian Core Fund Class I	COLUMBIA THERMOSTAT FUND C/O PAULA RYAN 227 MONROE ST STE 3000 CHICAGO IL 60606-5018		1,188,776.675		5.54	%

Contrarian Core Fund Class R	RELIANCE TRUST CO FBO READING ORAL PO BOX 48529 ATLANTA GA 30362-1529		11,332.676		73.47	%

247


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Contrarian Core Fund Class R	MG TRUST CO CUST FBO BRENNAN & ASSOCIATES PC 700 17TH STREET SUITE 300 DENVER CO 80202-3531		2,108.157		13.67	%

Contrarian Core Fund Class R	MG TRUST CO CUST FBO JULIE ROBIN AROUH DMD 700 17TH STREET SUITE 300 DENVER CO 80202-3531		1,312.007		8.51	%

Contrarian Core Fund Class R4	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		5,888.796		72.62	%

Contrarian Core Fund Class R4	FIRST CLEARING LLC 2801 MARKET ST SAINT LOUIS MO 63103-2523		1,351.681		16.67	%

Contrarian Core Fund Class R4	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		868.970		10.72	%

Contrarian Core Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		2,511,950.871		31.22	%

Contrarian Core Fund Class W	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		6,348,727.813		99.97	%

Contrarian Core Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF ITS CUSTOM 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		14,670,581.672		35.22	%

Contrarian Core Fund Class Z	WELLS FARGO BANK FBO AMERIPRISE 401K 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-1076		5,752,832.936		13.81	%

248


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Contrarian Core Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS ATTN:MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		2,575,336.740		6.18	%

Dividend Income Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		6,178,028.806		6.19	%

Dividend Income Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		5,803,670.229		5.81	%

Dividend Income Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		243,006.384		19.58	%

Dividend Income Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		161,113.043		12.98	%

Dividend Income Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		87,079.672		7.02	%

Dividend Income Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		3,229,058.807		19.13	%

Dividend Income Fund Class C	RAYMOND JAMES FBO OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100		1,607,421.690		9.52	%

249


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Dividend Income Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		1,372,656.335		8.13	%

Dividend Income Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		1,250,905.763		7.41	%

Dividend Income Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		1,080,768.525		6.40	%

Dividend Income Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		962,006.115		5.70	%

Dividend Income Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		6,616,312.624		33.65	%

Dividend Income Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		3,682,673.272		18.73	%

Dividend Income Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		2,201,752.060		11.20	%

Dividend Income Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,899,039.537		9.66	%

250


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Dividend Income Fund Class I	COLUMBIA THERMOSTAT FUND C/O PAULA RYAN 227 MONROE ST STE 3000 CHICAGO IL 60606-5018		1,596,772.098		8.12	%

Dividend Income Fund Class I	RIVERSOURCE PORTFOLIO BUILDER AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,527,632.769		7.77	%

Dividend Income Fund Class R	NFS LLC FEBO STATE STREET BANK TRUST CO TTEE VARIOUS RETIREMENT PLANS 440 MAMARONECK AVE HARRISON NY 10528-2418		306,970.169		21.88	%

Dividend Income Fund Class R	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		288,028.435		20.53	%

Dividend Income Fund Class R	EQUITABLE LIFE ON BEHALF OF VARIOUS 401K EXPEDITER PLANS 200 PLAZA DR STE 2 SECAUCUS NJ 07094-3607		172,905.750		12.33	%

Dividend Income Fund Class T	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		1,373,547.659		23.69	%

Dividend Income Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		920,257.072		15.87	%

Dividend Income Fund Class W	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		3,501,225.977		99.98	%

251


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Dividend Income Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		108,286,397.937		52.56	%

Dividend Income Fund Class Z	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		21,369,878.246		10.37	%

Large Cap Growth Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		197,236.325		10.39	%

Large Cap Growth Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		188,798.277		9.95	%

Large Cap Growth Fund Class F	BRIDGET NEUMANN ADVANTAGE PLAN TRUST C/O CHRISTOPHER M NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275		3,594.067		14.13	%

Large Cap Growth Fund Class F	ANDREW NEUMANN ADVANTAGE PLAN TRUST C/O CHRISTOPHER M NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275		3,593.697		14.13	%

Large Cap Growth Fund Class F	MIRANDA E KRAMER ADVANTAGE PLAN TRUST C/O LEIGH A NEUMANN 5203 SILVER FOX DR JAMESVILLE NY 13078-8742		3,078.793		12.10	%

Large Cap Growth Fund Class F	CLAIRE NEUMANN ADVANTAGE PLAN TRUST C/O ROBERT S NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275		3,048.884		11.99	%

252


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Large Cap Growth Fund Class F	LILY ELIZABETH KRAMER ADVANTAGE PLAN TRUST C/O LEIGH A NEUMANN 5203 SILVER FOX DR JAMESVILLE NY 13078-8742		3,043.402		11.96	%

Large Cap Growth Fund Class F	MATTHEW PATRICK NEUMANN ADVANTAGE PLAN TRUST C/O ROBERT S NEUMANN 101 RAMBLE WOOD DR SKANEATELES NY 13152-2275		3,033.613		11.93	%

Large Cap Growth Fund Class F	KAYLA HALL ADVANTAGE PLAN TRUST C/O MAUREEN HALL 49 RAYMOND PL STATEN ISLAND NY 10310-2231		2,804.722		11.03	%

Large Cap Growth Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		2,877,751.223		28.39	%

Large Cap Growth Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		2,239,970.665		22.10	%

Large Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,652,963.458		16.31	%

Large Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER MODERATE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		1,325,241.151		13.07	%

Large Cap Growth Fund Class I	RIVERSOURCE PORTFOLIO BUILDER AGGRESSIVE FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		911,761.079		8.99	%

253


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Large Cap Growth Fund Class R	ACCUTEK PACKAGING EQUIPMENT COMPA 401(K) P/S PLAN DARREN CHOCHOLEK TRUSTEE 1399 SPECIALTY DR VISTA CA 92081-8521		24,345.718		24.88	%

Large Cap Growth Fund Class R	FRONTIER TRUST COMPANY FBO FINANCIAL NETWORK AUDIT, LLC 401(K) PO BOX 10758 FARGO ND 58106-0758		11,085.662		11.33	%

Large Cap Growth Fund Class R	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		10,532.912		10.76	%

Large Cap Growth Fund Class R	FRONTIER TRUST COMPANY FBO EEK MOEN 401(K) PLAN PO BOX 10758 FARGO ND 58106-0758		10,342.359		10.57	%

Large Cap Growth Fund Class R	FRONTIER TRUST COMPANY FBO B & L CORPORATION 401(K) PLAN PO BOX 10758 FARGO ND 58106-0758		6,510.421		6.65	%

Large Cap Growth Fund Class R	FRONTIER TRUST COMPANY FBO C. ANTHONY PHILLIPS ACCOUNTANCY 401(K) PLAN PO BOX 10758 FARGO ND 58106-0758		5,784.634		5.91	%

Large Cap Growth Fund Class R4	FBO AMERIPRISE TR RETIREMENT SVC PL 990 AXP FINANCIAL CTR MINNEAPOLIS MN 55474-0009		2,055,195.071		99.59	%

Large Cap Growth Fund Class R5	GRAMMA FISHER FOUNDATION 6967 COOKS HOPE RD EASTON MD 21601-8305		17,766.030		93.22	%

Large Cap Growth Fund Class R5	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		1,012.610		5.31	%

254


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Large Cap Growth Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		1,597,029.799		26.13	%

Large Cap Growth Fund Class W	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		120.890		100.00	%

Large Cap Growth Fund Class Y	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		706,583.591		99.92	%

Large Cap Growth Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		10,697,423.863		35.14	%

Small Cap Core Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		2,130,513.540		16.01	%

Small Cap Core Fund Class A	DCGT AS TTEE AND/OR CUST FBO PRINCIPAL FINANCIAL GROUP QUALIFIED FIA OMNIBUS ATTN NPIO TRADE DESK 711 HIGH ST DES MOINES IA 50392-0001		810,810.204		6.09	%

Small Cap Core Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		71,425.222		13.24	%

255


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Small Cap Core Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		69,526.949		12.89	%

Small Cap Core Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		68,492.601		12.69	%

Small Cap Core Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		391,275.692		19.27	%

Small Cap Core Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		247,608.742		12.20	%

Small Cap Core Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		226,965.512		11.18	%

Small Cap Core Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		144,140.136		7.10	%

Small Cap Core Fund Class I	RVS RETIREMENT PLUS 2030 FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		45,884.499		16.77	%

Small Cap Core Fund Class I	RVS RETIREMENT PLUS 2025 FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		45,720.947		16.71	%

Small Cap Core Fund Class I	RVS RETIREMENT PLUS 2035 FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		40,217.197		14.70	%

256


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Small Cap Core Fund Class I	RVS RETIREMENT PLUS 2045 FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		38,796.434		14.18	%

Small Cap Core Fund Class I	RVS RETIREMENT PLUS 2020 FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		33,969.864		12.42	%

Small Cap Core Fund Class I	RVS RETIREMENT PLUS 2040 FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		33,675.174		12.31	%

Small Cap Core Fund Class I	RVS RETIREMENT PLUS 2015 FUND 1767 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0017		25,863.790		9.45	%

Small Cap Core Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		1,534,652.112		30.79	%

Small Cap Core Fund Class W	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55440-9446		2,676,042.311		99.96	%

Small Cap Core Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		15,368,475.656		53.68	%

Small Cap Core Fund Class Z	FIDELITY INVSTMNTS INSTITUTIONAL OPERATIONS CO FIIOC AGENT FBO CERTAIN EMP BENEFIT PLANS 100 MAGELLAN WAY COVINGTON KY 41015-1999		1,581,324.392		5.52	%

257

Principal Holder Ownership of the Funds with fiscal year ending October 31:

As of January 31, 2012 (except as otherwise indicated), the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
CA Tax-Exempt Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		6,051,300.820		11.08	%

CA Tax-Exempt Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		3,681,312.946		6.74	%

CA Tax-Exempt Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		39,150.523		14.97	%

CA Tax-Exempt Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		20,275.971		7.76	%

CA Tax-Exempt Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		20,006.467		7.65	%

CA Tax-Exempt Fund Class B	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55474-0001		15,874.769		6.07	%

CA Tax-Exempt Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		2,867,725.365		54.80	%

CA Tax-Exempt Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		542,037.144		10.36	%

258


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
CA Tax-Exempt Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		399,832.256		7.64	%

CA Tax-Exempt Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		9,684,411.926		92.00	%

CT Intermediate Municipal Bond Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		162,221.656		22.09	%

CT Intermediate Municipal Bond Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		136,303.331		18.56	%

CT Intermediate Municipal Bond Fund Class A	JANNEY MONTGOMERY SCOTT LLC GREGORY PENNY 1801 MARKET ST PHILADELPHIA PA 19103-1675		97,088.564		13.22	%

CT Intermediate Municipal Bond Fund Class A	AMERICAN ENTERPRISE INVESTMENT SVCS PO BOX 9446 MINNEAPOLIS MN 55474-0001		49,963.826		6.80	%

CT Intermediate Municipal Bond Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		42,795.216		5.83	%

CT Intermediate Municipal Bond Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		6,912.162		29.84	%

259


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
CT Intermediate Municipal Bond Fund Class B	NFS LLC FEBO BONNIE A SALAFIA BONNIE A SALAFIA 56 GROVELAND TER NEWINGTON CT 06111-1614		4,707.111		20.32	%

CT Intermediate Municipal Bond Fund Class B	NFS LLC FEBO NANCY ZIMMER JOHN O ZIMMER 27 STAETH RD EAST HAMPTON CT 06424-1343		4,609.202		19.90	%

CT Intermediate Municipal Bond Fund Class B	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		3,206.872		13.84	%

CT Intermediate Municipal Bond Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		2,820.250		12.17	%

CT Intermediate Municipal Bond Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		251,078.880		37.28	%

CT Intermediate Municipal Bond Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		96,299.484		14.30	%

CT Intermediate Municipal Bond Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		82,207.260		12.21	%

CT Intermediate Municipal Bond Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		58,430.120		8.68	%

CT Intermediate Municipal Bond Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		46,427.899		6.89	%

260


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
CT Intermediate Municipal Bond Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484		252,219.323		18.43	%

CT Intermediate Municipal Bond Fund Class T	KELLY F SHACKELFORD PO BOX 672 NEW CANAAN CT 06840-0672		151,918.956		11.10	%

CT Intermediate Municipal Bond Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		15,968,075.516		95.54	%

CT Tax-Exempt Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		1,555,337.189		16.91	%

CT Tax-Exempt Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		673,400.150		7.32	%

CT Tax-Exempt Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		671,720.633		7.31	%

CT Tax-Exempt Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		487,411.171		5.30	%

CT Tax-Exempt Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		26,251.030		26.95	%

CT Tax-Exempt Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		12,978.820		13.33	%

261


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
CT Tax-Exempt Fund Class B	FRANCIS J SERSANTI & MARY E SERSANTI JTWROS 38 HERITAGE DR SOMERS CT 06071-1908		9,085.817		9.33	%

CT Tax-Exempt Fund Class B	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		5,959.163		6.12	%

CT Tax-Exempt Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		5,485.966		5.63	%

CT Tax-Exempt Fund Class B	CHARLES J SCHUBERTH & DONNA P SCHUBERTH JTWROS 45 COBBLESTONE ST NEWINGTON CT 06111-5150		5,018.344		5.15	%

CT Tax-Exempt Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		322,792.182		21.81	%

CT Tax-Exempt Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		136,665.418		9.23	%

CT Tax-Exempt Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		120,403.466		8.14	%

CT Tax-Exempt Fund Class C	LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968		94,050.765		6.36	%

CT Tax-Exempt Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		92,742.720		6.27	%

CT Tax-Exempt Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		76,711.179		5.18	%

262


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
CT Tax-Exempt Fund Class Z	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		1,209,001.177		98.48	%

Intermediate Municipal Bond Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		3,525,688.351		19.82	%

Intermediate Municipal Bond Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		90,529.545		38.88	%

Intermediate Municipal Bond Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		15,448.335		6.63	%

Intermediate Municipal Bond Fund Class B	AMERICAN ENTERPRISE INVESTMENT SVCS, INC ATTN: MFIS CUSTOMER 2003 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0020		11,730.665		5.04	%

Intermediate Municipal Bond Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		1,103,783.636		30.69	%

Intermediate Municipal Bond Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		603,445.786		16.78	%

Intermediate Municipal Bond Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		197,679.162		5.50	%

263


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
Intermediate Municipal Bond Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484		253,712.916		13.77	%

Intermediate Municipal Bond Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2		199,326,265.890		92.34	%

MA Intermediate Municipal Bond Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		1,471,159.903		49.51	%

MA Intermediate Municipal Bond Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		535,636.565		18.03	%

MA Intermediate Municipal Bond Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		212,142.786		7.14	%

MA Intermediate Municipal Bond Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		6,414.471		52.50	%

MA Intermediate Municipal Bond Fund Class B	RBC CAPITAL MARKETS LLC R ALAN MILLS GLORIA MILLS JT TEN/WROS 8 CHANDLER RD EAST SANDWICH MA 02537-1730		2,869.517		23.49	%

MA Intermediate Municipal Bond Fund Class B	RAYMOND JAMES FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100		1,410.016		11.54	%

264


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
MA Intermediate Municipal Bond Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		335,673.953		35.09	%

MA Intermediate Municipal Bond Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		246,469.940		25.77	%

MA Intermediate Municipal Bond Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		76,461.728		7.99	%

MA Intermediate Municipal Bond Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		1,646,433.641		51.60	%

MA Intermediate Municipal Bond Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		25,456,745.654		96.30	%

MA Tax-Exempt Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		2,407,754.648		16.40	%

MA Tax-Exempt Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		1,708,176.783		11.63	%

MA Tax-Exempt Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		1,099,151.933		7.49	%

265


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
MA Tax-Exempt Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		962,064.370		6.55	%

MA Tax-Exempt Fund Class A	JAMES H ORR JR & JANE P ORR TR JAMES H ORR JR REVOCABLE TRUST 30 MILL ST DOVER MA 02030-2240		760,340.211		5.18	%

MA Tax-Exempt Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		36,877.978		28.93	%

MA Tax-Exempt Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		34,121.767		26.77	%

MA Tax-Exempt Fund Class B	RBC CAPITAL MARKETS LLC JANE P HEALEY 7 BRIARWOOD CLOSE HARWICH MA 02645-2542		7,838.202		6.15	%

MA Tax-Exempt Fund Class B	NFS LLC FEBO LINDA A GWOZDZ TOB BENES ON FILE 124 MIDDLE ST HADLEY MA 01035-9711		7,370.629		5.78	%

MA Tax-Exempt Fund Class B	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		7,213.632		5.66	%

MA Tax-Exempt Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		503,077.679		34.12	%

MA Tax-Exempt Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		233,144.345		15.81	%

266


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
MA Tax-Exempt Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		229,938.677		15.59	%

MA Tax-Exempt Fund Class C	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		78,453.339		5.32	%

MA Tax-Exempt Fund Class Z	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN TIM ARMBRUSTMACHER 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		663.408		54.11	%

MA Tax-Exempt Fund Class Z	STATE STREET BK & TR IRA STEPHEN P ROSE 1419 COLBY LN SCHAUMBURG IL 60193-3608		562.646		45.89	%

NY Intermediate Municipal Bond Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		330,304.547		23.02	%

NY Intermediate Municipal Bond Fund Class A	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		192,084.525		13.39	%

NY Intermediate Municipal Bond Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		99,511.585		6.94	%

NY Intermediate Municipal Bond Fund Class B	NFS LLC FEBO FRANK V CARREA TESTAMENTARY TRUS NANCY CORNELL, FRANK CARREA TTEE 17 SCENIC DR POUGHKEEPSIE NY 12603-5529		9,413.711		25.46	%

NY Intermediate Municipal Bond Fund Class B	FANNIE M SCHRAMM 2 STONELEIGH APT 5G BRONXVILLE NY 10708-2606		7,039.461		19.04	%

267


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
NY Intermediate Municipal Bond Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		6,839.338		18.49	%

NY Intermediate Municipal Bond Fund Class B	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		6,290.726		17.01	%

NY Intermediate Municipal Bond Fund Class B	NFS LLC FEBO CARMELA A SANTERO 59 WESTMINSTER RD YORKTOWN HTS NY 10598-1041		3,308.978		8.95	%

NY Intermediate Municipal Bond Fund Class B	PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002		2,497.631		6.75	%

NY Intermediate Municipal Bond Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		643,850.155		45.25	%

NY Intermediate Municipal Bond Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		184,487.352		12.97	%

NY Intermediate Municipal Bond Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		182,879.207		12.85	%

NY Intermediate Municipal Bond Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		172,225.367		12.11	%

NY Intermediate Municipal Bond Fund Class T	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		174,071.897		22.54	%

268


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
NY Intermediate Municipal Bond Fund Class Z	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: SERVICE TEAM 4800 DEER LAKE DRIVE E FL 3 JACKSONVILLE FL 32246-6484		18,504,028.330		84.31	%

NY Tax-Exempt Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		1,657,680.545		7.33	%

NY Tax-Exempt Fund Class A	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		1,320,756.929		5.84	%

NY Tax-Exempt Fund Class A	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		1,134,299.907		5.02	%

NY Tax-Exempt Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		82,333.930		27.95	%

NY Tax-Exempt Fund Class B	NFS LLC FEBO HENDRIKA VAN DER NOEN TTEE HENDRIKA VAN DER NOEN 2006 REV TR 251 TURN OF RIVER RD STAMFORD CT 06905-1320		31,257.173		10.61	%

NY Tax-Exempt Fund Class B	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		19,539.906		6.63	%

NY Tax-Exempt Fund Class B	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		17,242.176		5.85	%

269


Fund/Share Class	Shareholder Account Registration	Share Balance		Percentage of class
NY Tax-Exempt Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE E FL 2 JACKSONVILLE FL 32246-6484		698,510.542		29.33	%

NY Tax-Exempt Fund Class C	FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523		275,779.709		11.58	%

NY Tax-Exempt Fund Class C	RAYMOND JAMES FBO OMNIBUS FOR MUTUAL FUNDS ATTN: COURTNEY WALLER 880 CARILLON PKWY ST PETERSBURG FL 33716-1100		228,124.523		9.58	%

NY Tax-Exempt Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN: PETER BOOTH FL 7 333 W 34TH ST NEW YORK NY 10001-2402		202,920.538		8.52	%

NY Tax-Exempt Fund Class C	UBS WM USA OMNI ACCOUNT M/F ATTN: DEPARTMENT MANAGER 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761		149,519.787		6.28	%

NY Tax-Exempt Fund Class C	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, FL 3 JERSEY CITY NJ 07311		124,470.587		5.23	%

NY Tax-Exempt Fund Class Z	COLUMBIA MGMT INVESTMENT ADVSR LLC ATTN TIM ARMBRUSTMACHER 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0001		700.285		100.00	%

270

Principal Holder Ownership of the Fund with fiscal year ending November 30:

As of February 28, 2011 the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Tax-Exempt Fund Class A	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		21,695,411.327		22.74	%

Tax-Exempt Fund Class A	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		5,446,428.320		5.71	%

Tax-Exempt Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		128,160.142		31.69	%

Tax-Exempt Fund Class B	EDWARD D JONES & CO MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009		27,676.330		6.84	%

Tax-Exempt Fund Class C	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		930,639.107		34.97	%

Tax-Exempt Fund Class C	CITIGROUP GLOBAL MARKETS, INC. ATTN PETER BOOTH 7TH FL 333 W 34TH ST NEW YORK NY 10001-2402		143,467.897		5.39	%

Tax-Exempt Fund Class Z	BANK OF AMERICA NA, TRUSTEE ATTN BETTY BARLEY/FUNDS ACCOUNTING 1201 MAIN ST 10TH FL DALLAS TX 75202-3908		35,200,843.968		62.38	%

271

Principal Holder Ownership of the Fund with fiscal year ending December 31:

As of September 30, 2010, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” is listed below.


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Real Estate Equity Fund Class A	FIRST CLEARING LLC BARRETT A TOAN & PAULA OBRIAN JT TEN 42 PORTLAND PL SAINT LOUIS MO 63108-1242		248,141.328		10.88	%

Real Estate Equity Fund Class A	MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA 2, 3 ^RD FL JERSEY CITY NJ 07311		200,530.933		8.79	%

Real Estate Equity Fund Class B	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN SERVICE TEAM 4800 DEER LAKE DRIVE EAST 3RD FL JACKSONVILLE FL 32246-6484		32,590.981		15.25	%

Real Estate Equity Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL BALANCED GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		1,343,927.838		37.51	%

Real Estate Equity Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL GROWTH PORTFOLIO ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		779,125.888		21.75	%

Real Estate Equity Fund Class I	SSB AND TRUST CO AS AGENT FOR COLUMBIA LIBERTY FUND ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		490,737.988		13.70	%

Real Estate Equity Fund Class I	SSB AND TRUST CO AS AGENT FOR ASSET ALLOCATION FUND ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		315,256.869		8.80	%

272


Fund	Shareholder Account Registration	Share Balance		Percentage of class
Real Estate Equity Fund Class I	STATE STREET BANK & TRUST COMPANY AAF LIFEGOAL INCOME & GROWTH ATTN JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1724		212,341.886		5.93	%

Real Estate Equity Fund Class R	RIVERSOUCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		212.766		54.30	%

Real Estate Equity Fund Class R	FRONTIER TRUST CO FBO GET UP & GO FITNESS TRAINING LLC PO BOX 10758 FARGO ND 58106-0758		179.039		45.70	%

Real Estate Equity Fund Class R4	COLUMBIA MGMT INVESTMENT ADVSR ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		196.386		100.00	%

Real Estate Equity Fund Class R5	COLUMBIA MGMT INVESTMENT ADVSR ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		196.386		100.00	%

Real Estate Equity Fund Class W	RIVERSOUCE INVESTMENTS LLC ATTN T ARMBRUSTMACHER & V GEHLHAR 50807 AMERIPRISE FINANCIAL CTR MINNEAPOLIS MN 55474-0508		212.766		100.00	%

Real Estate Equity Fund Class Z	BANK OF AMERICA NA, TRUSTEE ATTN BETTY BARLEY/FUNDS ACCOUNTING 1201 MAIN STREET 10 ^TH FL DALLAS TX 75202-3908		9,241,505.513		41.08	%

273

Fund

Shareholder Account Registration

Share Balance

Percentage
of class

Real Estate Equity Fund

Class Z

CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS

ATTN MUTUAL FUNDS

101 MONTGOMERY ST

SAN FRANCISCO CA 94104-4151

4,490,811.151

19.96

As of the applicable date indicated below, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below. A control person may be able to facilitate shareholder approval of proposals it approves and to impede shareholder approval of proposals it opposes. If a control person’s record ownership of a Fund’s outstanding shares exceeds 50%, then, for certain shareholder proposals, such control person may be able to approve, or prevent approval, of such proposals without regard to votes by other Fund shareholders.

Control Person Ownership of the Funds with fiscal year ending March 31:

As of June 30, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.


Fund	Shareholder Account Registration	Share Balance		Percentage of Fund
Bond Fund (as of September 30, 2011)	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTENTION SERVICE TEAM 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484		137,165,542.837		61.65	%

Corporate Income Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		29,253,252.927		39.79	%

Intermediate Bond Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		181,169,345.659		53.83	%

274


Fund	Shareholder Account Registration	Share Balance		Percentage of Fund

Select Large Cap Growth Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		225,673,646.889		56.87	%

Select Small Cap Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		19,107,812.170		62.81	%

Value and Restructuring Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT CUSTOMER 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484		39,954,014.956		31.46	%

Control Person Ownership of the Funds with fiscal year ending May 31:

As of August 31, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.


Fund	Shareholder Account Registration	Share Balance		Percentage of Fund
High Yield Opportunity Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		27,505,938.572		36.49	%

International Bond Fund	STATE STREET BANK & TRUST CO AAF LIFEGOAL BALANCED GROWTH ATTN: JIM BOTSOLIS TWO AVENUE DE LAFAYETTE BOSTON MA 02111-1712		1,677,212.33		32.07	%

Strategic Income Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		111,386,843.223		30.70	%

275

Control Person Ownership of the Funds with fiscal year ending June 30:

As of September 30, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.

Fund

Shareholder Account Registration

Share Balance

Percentage
of Fund

High Yield Municipal Fund

MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTENTION FUND ADMINISTRATION

4800 DEER LAKE DRIVE E FL 2

JACKSONVILLE FL 32246-6484

56,997,614.310

76.47

Control Person Ownership of the Fund with fiscal year ending July 31:

As of October 31, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.

Fund

Shareholder Account Registration

Share Balance

Percentage
of Fund

Ultra Short Term Bond Fund

MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTENTION SERVICE TEAM

4800 DEER LAKE DRIVE E FL 3

JACKSONVILLE FL 32246-6484

102,000,780.213

94.34

Control Person Ownership of the Funds with fiscal year ending August 31:

As of November 30, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.


Fund	Shareholder Account Registration	Share Balance		Percentage of Fund
Mid Cap Growth Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		19,357,397.141		25.47	%

Small Cap Growth Fund I	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF IT S CUSTOM 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		14,150,746.328		38.29	%

276

Control Person Ownership of the Funds with fiscal year ending September 30:

As of December 31, 2011, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.


Fund	Shareholder Account Registration	Share Balance		Percentage of Fund
Dividend Income Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		119,144,777.441		33.62	%

Small Cap Core Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		19,494,443.949		37.17	%

Control Person Ownership of the Funds with fiscal year ending October 31:

As of January 31, 2012, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.


Fund	Shareholder Account Registration	Share Balance		Percentage of Fund
CA Tax-Exempt Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		18,642,588.634		26.39	%

CT Intermediate Municipal Bond Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		16,614,589.212		85.15	%

Intermediate Municipal Bond Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		204,299,980.338		85.37	%

MA Intermediate Municipal Bond Fund	MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE E JACKSONVILLE FL 32246-6484		28,916,427.622		86.15	%

277

Fund

Shareholder Account Registration

Share Balance

Percentage
of Fund

NY Intermediate Municipal Bond Fund

MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS

4800 DEER LAKE DRIVE E

JACKSONVILLE FL 32246-6484

19,428,301.305

75.85

Control Person Ownership of the Fund with fiscal year ending November 30:

As of February 28, 2011, the Fund has no persons who may be deemed to be a “control person” (as that term is defined in the 1940 Act) because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary role with respect to its clients or otherwise.

Control Person Ownership of the Fund with fiscal year ending December 31:

As of September 30, 2010, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as that term is defined in the 1940 Act) of a Fund because it owns of record more than 25% of the outstanding shares of the Fund by virtue of its fiduciary roles with respect to its clients or otherwise, is shown below.

Fund

Shareholder Account Registration

Share Balance

Percentage
of Fund

Real Estate Equity Fund

BANK OF AMERICA NA, TRUSTEE

ATTN BETTY BARLEY/FUNDS ACCOUNTING

1201 MAIN STREET 10TH FL

DALLAS TX 75202-3908

9,241,505.513

31.70

Bank of America, N.A. is a national banking association organized under the laws of the United States, 101 South Tryon Street, Charlotte, North Carolina 28255. Bank of America Corporation, a publicly-traded financial services corporation, is the ultimate parent company of Bank of America, N.A.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware Corporation, is a registered broker-dealer located at One Bryant Park, New York, New York 10036. Bank of America Corporation is the ultimate parent company of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

State Street Bank & Trust Company is organized under the laws of Massachusetts and is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. State Street Corporation is the ultimate parent of State Street Bank & Trust Company.

278

LEGAL PROCEEDINGS

In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc. , was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company mutual funds (branded as Columbia) and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of Minnesota (the “District Court”). In response to defendants’ motion to dismiss the complaint, the District Court dismissed one of plaintiffs’ four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants’ favor on July 9, 2007. The plaintiffs filed a notice of appeal with the Eighth Circuit Court of Appeals (the “Eighth Circuit”) on Aug. 8, 2007. On April 8, 2009, the Eighth Circuit reversed summary judgment and remanded to the District Court for further proceedings. On August 6, 2009, defendants filed a writ of certiorari with the U.S. Supreme Court (“Supreme Court”), asking the Supreme Court to stay the District Court proceedings while the Supreme Court considers and rules in a case captioned Jones v. Harris Associates , which involves issues of law similar to those presented in the Gallus case. On March 30, 2010, the Supreme Court issued its ruling in Jones v. Harris Associates , and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal with the Eighth Circuit. In response to the plaintiffs’ opening appellate brief filed on March 18, 2011, the defendants filed a response brief on May 4, 2011 with the Eighth Circuit. The plaintiffs filed a reply brief on May 26, 2011, and oral arguments took place on November 17, 2011.

In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. As a result, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various Minnesota laws. AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf . Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the funds’ Board of Trustees.

Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov .

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of

279

Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial.

280

APPENDIX A — DESCRIPTIONS OF SECURITIES RATINGS

This Appendix summarizes the various descriptions of securities ratings applicable to securities purchased by the Columbia Funds. Please refer to a Fund’s prospectus and statement of additional information to determine whether that Fund may invest in securities that have ratings described in this Appendix.

STANDARD & POOR’S (S&P)

Bonds

The following summarizes the ratings used by S&P for bonds. The ratings AAA, AA, A and BBB denote investment grade securities.

AAA bonds have the highest rating assigned by S&P and are considered to have an extremely strong capacity to pay interest and repay principal.

AA bonds are considered to have a very strong capacity to pay interest and repay principal, and they differ from AAA only in small degree.

A bonds are considered to have a strong capacity to pay interest and repay principal, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB bonds are considered to have an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal than for bonds in the A category.

BB, B, CCC, CC and C bonds are considered to have predominantly speculative characteristics with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and C the highest degree. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or large exposures to adverse conditions.

BB bonds are considered to have less near-term vulnerability to default than other speculative issues. However, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB – rating.

B bonds are considered to have a greater vulnerability to default but currently have the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB – rating.

CCC bonds are considered to have a currently identifiable vulnerability to default, and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, the bonds are not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B – rating.

CC rating typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

A-1

C rating typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC – debt rating. The C rating may be used to cover a situation, for example, where a bankruptcy petition has been filed, but debt service payments are continued.

CI rating is reserved for income bonds on which no interest is being paid.

D bonds are in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

Plus (+) or minus (-) : The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

Municipal Notes

SP-1. Notes rated SP-1 are considered to have very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics are designated as SP-1+.

SP-2. Notes rated SP-2 are considered to have satisfactory capacity to pay principal and interest.

Notes due in three years or less normally receive a note rating. Notes maturing beyond three years normally receive a bond rating, although the following criteria are used in making that assessment:

Amortization schedule (the larger the final maturity relative to other maturities, the more likely the issue will be rated as a note).

Source of payment (the more dependent the issue is on the market for its refinancing, the more likely it will be rated as a note).

Commercial Paper

A. Issues assigned this highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are further refined with the designations 1, 2, and 3 to indicate the relative degree of safety.

A-1. Issues assigned to this rating are considered to have overwhelming or very strong capacity for timely payment. Those issues determined to possess overwhelming safety characteristics are designed A-1+.

MOODY’S INVESTORS SERVICE, INC. (MOODY’S)

Municipal Bonds

Aaa bonds are considered to be of the best quality. They are considered to have the smallest degree of investment risk and are generally referred to as “gilt edge”. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While various protective elements are likely to change, such changes as can be visualized are most unlikely to impair a fundamentally strong position of such issues.

Aa bonds are considered to be of high quality by all standards. Together with Aaa bonds they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

A-2

Those bonds in the Aa through B groups that Moody’s believes possess the strongest investment attributes are designated by the symbols Aa1, A1 or Baa1.

A bonds are considered to possess many favorable investment attributes and are to be considered to be upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment at some time in the future.

Baa bonds are considered to be medium grade obligations: they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great period of time. Such bonds lack outstanding investment characteristics and, in fact, have speculative characteristics as well.

Ba bonds are considered to have speculative elements: their future cannot be considered as well secured. Often, the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times in the future. Uncertainty of position characterizes bonds in this grade.

B bonds are considered generally to lack characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa bonds are considered to be of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca bonds are considered to represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C bonds are the lowest rated class of bonds and issues so rated are considered to have extremely poor prospects of ever attaining any real investment standing.

Conditional Ratings . Bonds for which the security depends upon the completion of some act or the fulfillment of some condition are rated conditionally. These are bonds secured by (a) earnings of projects under construction, (b) earnings of projects unseasoned in operating experience, (c) rentals which begin when facilities are completed, or (d) payments to which some other limiting conditions attach. Parenthetical rating denotes probable credit stature upon completion of construction or elimination of basis of condition.

Corporate Bonds

The description of the applicable rating symbols (Aaa, Aa, A, Baa, etc.) and their meanings is identical to that of the Municipal Bond ratings as set forth above, except for the numerical modifiers. Moody’s applies numerical modifiers 1, 2, and 3 in the Aa and A classifications of its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates that the issuer ranks in the lower end of its generic rating category.

Municipal Notes

MIG 1. This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.

MIG 2. This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

A-3

MIG 3. This designation denotes favorable quality. All security elements are accounted for, but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

Commercial Paper

Moody’s employs the following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers:

Prime-1 Highest Quality

Prime-2 Higher Quality

Prime-3 High Quality

If an issuer represents to Moody’s that its commercial paper obligations are supported by the credit of another entity or entities, Moody’s, in assigning ratings to such issuers, evaluates the financial strength of the indicated affiliated corporations, commercial banks, insurance companies, foreign governments, or other entities, but only as one factor in the total rating assessment.

FITCH, INC. (FITCH)

Long-Term Debt

Investment Grade Bond Ratings

AAA bonds are considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and/or dividends and repay principal, which is unlikely to be affected by reasonably foreseeable events.

AA bonds are considered to be investment grade and of very high credit quality. The obligor’s ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+.

A bonds are considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than debt securities with higher ratings.

BBB bonds are considered to be investment grade and of satisfactory credit quality. The obligor’s ability to pay interest or dividends and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these securities and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for securities with higher ratings.

Speculative Grade Bond Ratings

BB bonds are considered speculative. The obligor’s ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified, which could assist the obligor in satisfying its debt service requirements.

B bonds are considered highly speculative. While securities in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor’s limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.

A-4

CCC bonds are considered to have certain identifiable characteristics that, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

CC bonds are considered to be minimally protected. Default in payment of interest and/or principal seems probable over time.

C bonds are in imminent default in payment of interest or principal.

DDD, DD, and D bonds are in default on interest and/or principal payments. Such securities are extremely speculative and should be valued on the basis of their ultimate recovery value in liquidation or reorganization of the obligor. DDD represents the highest potential for recovery on these securities and D represents the lowest potential for recovery.

Plus (+) or minus (-) : Plus or minus signs are used to show relative standing within the major rating categories. Plus and minus signs, however, are not used in the DDD, DD, or D categories.

Short-Term Debt

Fitch’s short-term ratings apply to debt obligations that are payable on demand or have original maturities of up to three years, including commercial paper, certificates of deposit, medium-term notes, and investment notes.

F-1+ obligations have exceptionally strong credit quality and are considered to have the strongest degree of assurance for timely payment.

F-1 obligations are considered to reflect an assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2 obligations are considered to have good credit quality. Securities in this class have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.

F-3 obligations are considered to have characteristics suggesting that the degree of assurance for timely payment is adequate; however, near-term adverse changes could cause these securities to be rated below investment grade.

F-S rating is assigned to obligations that are considered to have a minimal degree of assurance for timely payment and to be vulnerable to near-term adverse changes in financial and economic conditions.

B obligations are considered to have a minimal capacity for timely payment of financial commitments and a susceptibility to the adverse effects of changes in circumstances and economic conditions.

C rating is assigned to obligations that are considered to have a high default risk and whose capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D obligations are in actual or imminent payment default.

A-5

APPENDIX B — PROXY VOTING GUIDELINES

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

PROXY VOTING GUIDELINES

EFFECTIVE JANUARY 24, 2011

Set forth below are guidelines adopted and used by Columbia Management Investment Advisers, LLC (the “Adviser”, “We”, “Us” or “Our”) in voting proxies (the “Guidelines”). The Guidelines are organized by issue and present certain factors that may be considered in making proxy voting determinations. The Adviser may, in exercising its fiduciary discretion, determine to vote any proxy in a manner contrary to these Guidelines.

Directors, Boards, Committees

Elect Directors

In a routine election of directors, the Adviser generally votes FOR the slate nominated by the nominating committee of independent directors, who are in the best position to know what qualifications are needed for each director to contribute to an effective board. The Adviser generally will WITHHOLD support from a nominee who fails to meet one or more of the following criteria:

Independence – A nominee who is deemed an affiliate of the company by virtue of a material business, familial or other relationship with the company but is otherwise not an employee.

Attendance – A nominee who failed to attend at least 75% of the board’s meetings.

Over Boarding – A nominee who serves on more than four other public company boards or an employee director nominee who serves on more than two other public company boards.

Committee Membership – A nominee who has been assigned to the audit, compensation, nominating, or governance committee if that nominee is not independent of management, or if the nominee does not meet the specific independence and experience requirements for audit committees or the independence requirements for compensation committees.

Audit Committee Chair – A nominee who serves as audit committee chair where the committee failed to put forth shareholder proposals for ratification of auditors.

Board Independence – A nominee of a company whose board as proposed to be constituted would have more than one-third of its members from management.

Interlocking Directorship – A nominee who is an executive officer of another company on whose board one of the company’s executive officers sits.

Poor Governance – A nominee involved with options backdating, financial restatements or material weakness in controls, approving egregious compensation, or who has consistently disregarded the interests of shareholders.

The Adviser will vote on a CASE-BY-CASE basis on any director nominee who meets the aforementioned criteria but whose candidacy has otherwise been identified by the third party research provider as needing further consideration for any reason not identified above.

In the case of contested elections, the Adviser will vote on a CASE-BY-CASE basis, taking into consideration the above criteria and other factors such as the background of the proxy contest, the performance of the company, current board and management, and qualifications of nominees on both slates.

B-1

Shareholder Nominations for Director

The Adviser will vote on a CASE-BY-CASE basis for shareholder-nominated candidates for director, taking into account various factors including, but not limited to: company performance, the circumstances compelling the nomination by the shareholder, composition of the incumbent board, and the criteria listed above the Adviser uses to evaluate nominees.

Shareholder Nominations for Director – Special Criteria

The Adviser generally votes in accordance with recommendations made by its third party research provider, which are typically based on the view that board nominating committees are responsible for establishing and implementing policies regarding the composition of the board and are therefore in the best position to make determinations with respect to special nominating criteria.

Director Independence and Committees

The Adviser generally will vote FOR proposals that require all members of a board’s key committees (audit, compensation, nominating or governance) be independent from management.

Independent Board Chair / Lead Director

The Adviser generally will vote FOR proposals supporting an independent board chair or lead director and FOR the separation of the board chair and CEO roles, as independent board leaders foster the effectiveness of the independent directors and ensure appropriate oversight of management.

Removal of Directors

The Adviser generally will vote FOR proposals that amend governing documents to grant or restore shareholder ability to remove directors with cause, and AGAINST proposals that provide directors may be removed only by supermajority vote. The Adviser will vote on a CASE-BY-CASE basis on proposals calling for removal of specific directors.

Board Vacancies

The Adviser generally votes in accordance with recommendations made by its third party research provider in the case of vacancies filled by continuing directors, taking into account factors including whether the proposal is in connection with a proxy contest or takeover situation.

Cumulative Voting

In the absence of proxy access rights or majority voting, the Adviser generally will vote FOR the restoration or provision for cumulative voting and AGAINST its elimination.

Majority Voting

The Adviser generally will vote FOR amendments to governing documents that provide that nominees standing for election to the board must receive a majority of votes cast in order to be elected to the board.

Number of Directors

The Adviser generally will vote FOR amendments to governing documents that provide directors the authority to adjust the size of the board to adapt to needs that may arise.

Term Limits

The Adviser generally will vote AGAINST proposals seeking to establish a limit on director terms or mandatory retirement.

B-2

General Corporate Governance

Right to Call a Special Meeting

The Adviser generally votes in accordance with recommendations made by its third party research provider, which typically recommends votes FOR adoption, considering factors such as proposed ownership threshold, company size, and shareholder ownership, but will not support proposals allowing for investors with less than 10% ownership to call a special meeting.

Eliminate or Restrict Right to Call Special Meeting

The Adviser will generally vote AGAINST proposals to eliminate the right of shareholders to call special meetings.

Lead Independent Director Right to Call Special Meeting

The Adviser will generally vote FOR governance document amendments or other proposals which give the lead independent director the authority to call special meetings of the independent directors at any time.

Adjourn Meeting

The Adviser will vote on a CASE-BY-CASE basis on adjournment proposals and generally in the same direction as the primary proposal (i.e., if supporting the primary proposal, favor adjournment; if not supporting the primary proposal, oppose adjournment).

Other Business

The Adviser generally will vote AGAINST proposals seeking to give management the authority to conduct or vote on other business at shareholder meetings on the grounds that shareholders not present at the meeting would be unfairly excluded from such deliberations.

Eliminate or Restrict Action by Written Consent

The Adviser will generally vote AGAINST proposals to eliminate the right of shareholders to act by written consent since it may be appropriate to take such action in some instances.

Vote Unmarked Proxies

The Adviser generally will vote FOR proposals prohibiting voting of unmarked proxies in favor of management.

Proxy Contest Advance Notice

The Adviser generally will vote AGAINST proposals to amend governing documents that require advance notice for shareholder proposals or director nominees beyond notice that allows for sufficient time for company response, SEC review, and analysis by other shareholders.

Minimum Stock Ownership

The Adviser will vote on a CASE-BY-CASE basis on proposals regarding minimum stock ownership levels.

Director and Officer Indemnification

The Adviser will generally vote FOR the provision of a maximum dollar amount that can be obtained through the course of legal action from a director or officer who acts in good faith and does not benefit from a transaction.

B-3

Confidential Voting

The Adviser generally will vote FOR actions that ensure all proxies, ballots, and voting tabulations which identify shareholders be kept confidential, except where disclosure is mandated by law. The Adviser supports the proposal to minimize pressure on shareholders, particularly employee shareholders.

Miscellaneous Governing Document Amendments

The Adviser generally will vote FOR bylaw or charter changes that are of a housekeeping nature (e.g., updates or corrections).

Change Company Name

The Adviser will generally vote FOR routine business matters such as changing the company’s name.

Approve Minutes

The Adviser will generally vote FOR routine procedural matters such as approving the minutes of a prior meeting.

Change Date/Time/Location of Annual Meeting

The Adviser will vote in accordance with the recommendation of the third-party research provider on proposals to change the date, time or location of the company’s annual meeting of shareholders.

Approve Annual, Financial and Statutory Reports

The Adviser generally will vote FOR proposals to approve the annual reports and accounts, financial and statutory reports, provided companies required to comply with U.S. securities laws have included the certifications required by the Sarbanes Oxley Act of 2002.

Compensation

Approve or Amend Omnibus Equity Compensation Plan

The Adviser generally votes in accordance with recommendations made by its third party research provider, which typically recommends votes FOR adoption or amendments to omnibus (general) equity compensation plans for employees or non-employee directors if they are reasonable and consistent with industry and country standards, and AGAINST compensation plans that substantially dilute ownership interest in a company, provide participants with excessive awards, or have objectionable structural features.

Approve or Amend Stock Option Plan

The Adviser generally votes in accordance with recommendations made by its third party research provider, which are typically based on factors including cost, size, and pattern of grants in comparison to peer groups, history of repricing, and grants to senior executives and non-employee directors.

Approve or Amend Employee Stock Purchase Plan

The Adviser generally votes in accordance with recommendations made by its third party research provider, which are typically based on factors including the plan’s cost to shareholders, whether those costs are in line with the company’s peer’s plans, and whether the plan requires shareholder approval within five years.

B-4

Approve or Amend Performance-Based 162(m) Compensation Plan

The Adviser generally votes in accordance with recommendations made by its third party research provider, which are typically based on factors that consider the goal of the plan and in particular the linkage between potential payments to senior executives and the attainment of preset performance-based metrics.

Approve or Amend Restricted Stock Plan

The Adviser generally votes in accordance with recommendations made by its third party research provider, which considers such factors as the balance of all equity grants and awards, the term and other restrictions in place for restricted stock.

Stock Option Repricing or Exchanges

The Adviser generally votes in accordance with recommendations made by its third party research provider on matters relating to the repricing of stock options, which are typically based on factors such as whether the amending terms lead to a reduction in shareholder rights, allow the plan to be amended without shareholder approval, or change the terms to the detriment of employee incentives such as excluding a certain class or group of employees. The Adviser generally will vote FOR proposals to put stock option repricings to a shareholder vote.

Performance-Based Stock Options

The Adviser will vote on a CASE-BY-CASE basis regarding proposals urging that stock options be performance-based rather than tied to the vagaries of the stock market.

Ban Future Stock Option Grants

The Adviser generally will vote AGAINST proposals seeking to ban or eliminate stock options in equity compensation plans as such an action would preclude the company from offering a balanced compensation program.

Require Stock Retention Period

The Adviser generally will vote FOR proposals requiring senior executives to hold stock obtained by way of a stock option plan for a minimum of three years.

Require Approval of Extraordinary Benefits

The Adviser generally will vote FOR proposals specifying that companies disclose any extraordinary benefits paid or payable to current or retired senior executives and generally will vote AGAINST proposals requiring shareholder approval of any such extraordinary benefits.

Pay for Performance

The Adviser will vote on a CASE-BY-CASE basis regarding proposals seeking to align executive compensation with shareholders’ interests.

Say on Pay

The Adviser generally votes in accordance with recommendations made by its third party research provider on these proposals, taking into consideration the nature of the proposal, whether the proposal seeks any change in compensation policy, and an analysis of the Compensation Discussion and Analysis disclosure and pay for performance practices of the company.

B-5

Executive Severance Agreements

The Adviser generally votes in accordance with recommendations made by its third party research provider on these proposals regarding approval of specific executive severance arrangements in the event of change in control of a company or due to other circumstances.

Approve or Amend Deferred Compensation Plans for Directors

The Adviser generally will vote FOR approval or amendments to deferred compensation plans for non-employee directors, so that they may defer compensation earned until retirement.

Set Director Compensation

The Adviser generally will vote AGAINST proposals that seek to limit director compensation or mandate that compensation be paid solely in shares of stock.

Director Retirement Plans

The Adviser will generally vote AGAINST the adoption or amendment of director retirement plans on the basis that directors should be appropriately compensated while serving and should not view service on a board as a long-term continuing relationship with a company.

Business Entity and Capitalization

Common or Preferred Stock – Increase in Authorized Shares or Classes

The Adviser will vote on a CASE-BY-CASE basis regarding proposals to increase authorized shares of common stock or to add a class of common stock, taking into consideration the company’s capital goals that may include stock splits, stock dividends, or financing for acquisitions or general operations. With respect to proposals seeking to increase authorized shares of preferred stock, to add a class of preferred stock, to authorize the directors to set the terms of the preferred stock or to amend the number of votes per share of preferred stock, The Adviser will vote on a CASE-BY-CASE basis on the grounds that such actions may be connected to a shareholder rights’ plan that the Adviser also will consider on a CASE-BY-CASE basis.

Common or Preferred Stock – Decrease in Authorized Shares or Classes

The Adviser generally will vote FOR proposals seeking to decrease authorized shares of common or preferred stock or the elimination of a class of common or preferred stock.

Common Stock – Change in Par Value

The Adviser generally will vote FOR proposals to change the par value of the common stock, provided that the changes do not cause a diminution in shareholder rights.

Authorize Share Repurchase Program

The Adviser generally will vote FOR proposals to institute or renew open market share repurchase plans in which all shareholders may participate on equal terms.

Stock Splits

The Adviser generally will vote FOR stock split proposals on the grounds that they intended to encourage stock ownership of a company.

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Private Placements, Conversion of Securities, Issuance of Warrants or Convertible Debentures

The Adviser will generally vote FOR the issuance of shares for private placements, the conversion of securities from one class to another, and the issuance of warrants or convertible debentures on the grounds that such issuances may be necessary and beneficial for the financial health of the company and may be a low cost source of equity capital. The Adviser will generally vote AGAINST any such issuance or related action if the proposal would in any way result in new equity holders having superior voting rights, would result in warrants or debentures, when exercised, holding in excess of 20 percent of the currently outstanding voting rights, or if the proposal would in any way diminish the rights of existing shareholders.

Issuance of Equity or Equity-Linked Securities without Subscription Rights (Preemptive Rights)

The Adviser generally will vote FOR proposals that seek shareholder approval of the issuance of equity, convertible bonds or other equity-linked debt instruments, or to issue shares to satisfy the exercise of such securities that are free of subscription (preemptive) rights on the grounds that companies must retain the ability to issue such securities for purposes of raising capital. The Adviser generally will vote AGAINST any proposal where dilution exceeds 20 percent of the company’s outstanding capital.

Recapitalization

The Adviser generally will vote FOR recapitalization plans that combine two or more classes of stock into one class, or that authorize the company to issue new common or preferred stock for such plans. The Adviser generally will vote AGAINST recapitalization plans that would result in the diminution of rights for existing shareholders.

Merger Agreement

The Adviser will vote on a CASE-BY-CASE basis on proposals seeking approval of a merger or merger agreement and all proposals related to such primary proposals, taking into consideration the particular facts and circumstances of the proposed merger and its potential benefits to existing shareholders.

Going Private

The Adviser will vote on a CASE-BY-CASE basis on proposals that allow listed companies to de-list and terminate registration of their common stock, taking into consideration the cash-out value to shareholders, and weighing the value in continuing as a publicly traded entity.

Reincorporation

The Adviser will vote on a CASE-BY-CASE basis on reincorporation proposals, taking into consideration whether financial benefits (e.g., reduced fees or taxes) likely to accrue to the company as a result of a reincorporation or other change of domicile outweigh any accompanying material diminution of shareholder rights. The Adviser will generally vote AGAINST the proposal unless the long-term business reasons for doing so are valid. The Adviser will generally vote FOR proposals to consider reincorporating in the United States if a company left the country for the purpose of avoiding taxes.

Bundled Proposals

The Adviser generally votes in accordance with recommendations made by its third party research provider on “bundled” or otherwise conditioned proposals, which are determined depending on the overall economic effects to shareholders.

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Defense Mechanisms

Shareholder Rights’ Plan (Poison Pill)

The Adviser will vote on a CASE-BY-CASE basis regarding management proposals seeking ratification of a shareholder rights’ plan, including a net operating loss (NOL) shareholder rights’ plan, or stockholder proposals seeking modification or elimination of any existing shareholder rights’ plan.

Supermajority Voting

The Adviser generally will vote FOR the elimination or material diminution of provisions in company governing documents that require the affirmative vote of a supermajority of shareholders for approval of certain actions, and generally will vote AGAINST the adoption of any supermajority voting clause.

Control Share Acquisition Provisions

The Adviser generally will vote FOR proposals to opt out of control share acquisition statutes and will generally vote AGAINST proposals seeking approval of control share acquisition provisions in company governing documents on the grounds that such provisions may harm long-term share value by effectively entrenching management. The ability to buy shares should not be constrained by requirements to secure approval of the purchase from other shareholders.

Anti-Greenmail

The Adviser generally will vote FOR proposals to adopt anti-greenmail governing document amendments or to otherwise restrict a company’s ability to make greenmail payments.

Classification of Board of Directors

The Adviser generally will vote FOR proposals to declassify a board and AGAINST proposals to classify a board, absent special circumstances that would indicate that shareholder interests are better served by voting to the contrary.

Auditors

Ratify or Appoint Auditors

The Adviser generally votes in accordance with recommendations made by its third party research provider, which typically recommends votes FOR ratification or appointment except in situations where there are questions about the relative qualification of the auditors, conflicts of interest, auditor involvement in significant financial restatements, option backdating, material weaknesses in controls or situations where independence has been compromised.

Prohibit or Limit Auditor’s Non-Audit Services

The Adviser generally votes in accordance with recommendations made by its third party research provider, which typically recommends votes AGAINST these proposals since it may be necessary or appropriate for auditors to provide a service related to the business of a company and that service will not compromise the auditors’ independence. In addition, Sarbanes-Oxley legislation spells out the types of services that need pre-approval or would compromise independence.

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Indemnification of External Auditor

The Adviser will generally vote AGAINST proposals to indemnify external auditors on the grounds that indemnification agreements may limit pursuit of legitimate legal recourse against the audit firm.

Indemnification of Internal Auditor

The Adviser will generally vote FOR the indemnification of internal auditors, unless the costs associated with the approval are not disclosed.

Social and Environmental

Disclose Social Agenda

The Adviser generally will ABSTAIN from voting on proposals that seek disclosure, often in the form of a report, on items such as military contracts or sales, environmental or conservation initiatives, business relationships with foreign countries, or animal welfare for the following reasons: a) our clients are likely to have different views of what is a socially responsible policy, b) whether social responsibility issues other than those mandated by law should be the subject of corporate policy, or c) because the impact of such disclosure on share value can rarely be anticipated with any degree of confidence.

Socially Responsible Investing

The Adviser generally will ABSTAIN from voting on proposals that seek to have a company take a position on social or environmental issues, for the reasons cited under ‘Disclose Social Agenda’ above.

Prohibit or Disclose Contributions and Lobbying Expenses

The Adviser generally votes in accordance with recommendations made by its third party research provider, which typically considers the proposal in the context of the company’s current disclosures, Federal and state laws, and whether the proposal is in shareholders’ best interests.

Disclose Prior Government Service

The Adviser generally will ABSTAIN from voting on proposals seeking the company to furnish a list of high-ranking employees who served in any governmental capacity over the last five years.

Change in Operations or Products Manufactured or Sold

The Adviser generally will ABSTAIN from voting on proposals seeking to change the way a company operates (e.g., protect human rights, sexual orientation, stop selling tobacco products, move manufacturing operations to another country, etc.) .

Executive Compensation Report

The Adviser generally will vote AGAINST proposals seeking companies to issue a report on linkages between executive compensation and financial, environmental and social performance on the grounds that executive compensation is a business matter for the company’s board to consider.

Pay Equity

The Adviser will generally vote AGAINST proposals seeking a cap on the total pay and other compensation of its executive officers to no more than a specified multiple of the pay of the average employee of the company.

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Foreign Issues

Foreign Issues- Directors, Boards, Committees

Approve Discharge of Management (Supervisory) Board

The Adviser generally votes in accordance with recommendations made by its third party research provider, which typically recommends votes FOR approval of the board, based on factors including whether there is an unresolved investigation or whether the board has participated in wrongdoing. This is a standard request in Germany and discharge is generally granted unless a shareholder states a specific reason for withholding discharge and intends to take legal action.

Announce Vacancies on Management (Supervisory) Board

The Adviser generally will vote FOR proposals requesting shareholder approval to announce vacancies on the board, as is required under Dutch law.

Approve Director Fees

The Adviser generally votes in accordance with recommendations made by its third party research provider on proposals seeking approval of director fees.

Foreign Issues- General Corporate Governance

Digitalization of Certificates

The Adviser generally will vote FOR proposals seeking shareholder approval to amend a company’s articles of incorporation to eliminate references to share certificates and beneficial owners, and to make other related changes to bring the articles in line with recent regulatory changes for Japanese companies.

Authorize Filing of Required Documents and Other Formalities

The Adviser generally will vote FOR proposals requesting shareholders authorize the holder of a copy of the minutes of the general assembly to accomplish any formalities required by law, as is required in France.

Propose Publications Media

The Adviser generally will vote FOR proposals requesting shareholders approve the designation of a newspaper as the medium to publish the company’s meeting notice, as is common in Chile and other countries.

Clarify Articles of Association or Incorporation

The Adviser generally will vote FOR proposals seeking shareholder approval of routine housekeeping of the company’s articles, including clarifying items and deleting obsolete items.

Update Articles of Association or Incorporation with Proxy Results

The Adviser generally will vote FOR proposals requesting shareholders approve changes to the company’s articles of association or incorporation to reflect the results of a proxy vote by shareholders, which is a routine proposal in certain country’s proxies.

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Conform Articles of Association or Incorporation to Law or Stock Exchange

The Adviser generally will vote FOR proposals requesting shareholder approval to amend the articles of association or incorporation to conform to new requirements in local or national law or rules established by a stock exchange on which its stock is listed.

Authorize Board to Ratify and Execute Approved Resolutions

The Adviser generally will vote FOR proposals requesting shareholder approval to authorize the board to ratify and execute any resolutions approved at the meeting.

Prepare and Approve List of Shareholders

The Adviser generally votes FOR proposals requesting shareholder approval for the preparation and approval of the list of shareholders entitled to vote at the meeting, which is a routine formality in European countries.

Authorize Company to Engage in Transactions with Related Parties

The Adviser generally will vote FOR proposals requesting shareholder approval for the company, its subsidiaries, and target associated companies to enter into certain transactions with persons who are considered “interested parties” as defined in Chapter 9A of the Listing Manual of the Stock Exchange of Singapore (SES), as the SES related-party transaction rules are fairly comprehensive and provide shareholders with substantial protection against insider trading abuses.

Amend Articles to Lower Quorum Requirement for Special Business

The Adviser generally will vote on a CASE-BY-CASE basis on proposals seeking to amend the articles to lower the quorum requirement to one-third for special business resolutions at a shareholder meeting, which is common when certain material transactions such as mergers or acquisitions are to be considered by shareholders.

Change Date/Location of Annual Meeting

The Adviser will vote in accordance with the recommendation of the third-party research provider on proposals to change the date, time or location of the company’s annual meeting of shareholders.

Elect Chairman of the Meeting

The Adviser generally will vote FOR proposals requesting shareholder approval to elect the chairman of the meeting, which is a routine meeting formality in certain European countries.

Authorize New Product Lines

The Adviser generally will vote FOR proposals requesting shareholder approval to amend the company’s articles to allow the company to expand into new lines of business.

Approve Financial Statements, Directors’ Reports and Auditors’ Reports

The Adviser generally will vote FOR proposals that request shareholder approval of the financial statements, directors’ reports, and auditors’ reports.

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Foreign Issues- Compensation

Approve Retirement Bonuses for Directors/Statutory Auditors

The Adviser generally will ABSTAIN from voting on proposals requesting shareholder approval for the payment of retirement bonuses to retiring directors and/or statutory auditors, which is a standard request in Japan, because information to justify the proposal is typically insufficient.

Approve Payment to Deceased Director’s/Statutory Auditor’s Family

The Adviser generally will ABSTAIN from voting on proposals requesting shareholder approval for the payment of a retirement bonus to the family of a deceased director or statutory auditor, which is a standard request in Japan, because information to justify the proposal is typically insufficient.

Foreign Issues- Business Entity, Capitalization

Set or Approve the Dividend

The Adviser generally will vote FOR proposals requesting shareholders approve the dividend rate set by management.

Approve Allocation of Income and Dividends

The Adviser generally will vote FOR proposals requesting shareholders approve a board’s allocation of income for the current fiscal year, as well as the dividend rate.

Approve Scrip (Stock) Dividend Alternative

The Adviser generally will vote FOR proposals requesting shareholders authorize dividend payments in the form of either cash or shares at the discretion of each shareholder, provided the options are financially equal. The Adviser generally will vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

Authorize Issuance of Equity or Equity-Linked Securities

The Adviser generally will vote FOR proposals requesting shareholder approval to permit the board to authorize the company to issue convertible bonds or other equity-linked debt instruments or to issue shares to satisfy the exercise of such securities.

Authorize Issuance of Bonds

The Adviser generally will vote FOR proposals requesting shareholder approval granting the authority to the board to issue bonds or subordinated bonds.

Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value

The Adviser generally will vote FOR proposals requesting shareholder approval to increase authorized stock by capitalizing various reserves or retained earnings, which allows shareholders to receive either new shares or a boost in the par value of their shares at no cost.

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Increase Issued Capital for Rights Issue

The Adviser generally will vote FOR proposals requesting shareholder approval to increase to issued capital in order to offer a rights issue to current registered shareholders, which provides shareholders the option of purchasing additional shares of the company’s stock, often at a discount to market value, and the company will use the proceeds from the issue to provide additional financing.

Board Authority to Repurchase Shares

The Adviser generally will vote FOR proposals requesting that a board be given the authority to repurchase shares of the company on the open market, with such authority continuing until the next annual meeting.

Authorize Reissuance of Repurchased Shares

The Adviser generally will vote FOR proposals requesting shareholder approval to reissue shares of the company’s stock that had been repurchased by the company at an earlier date.

Approve Payment of Corporate Income Tax

The Adviser generally will vote FOR proposals seeking approval for the use by a company of its reserves in order to pay corporate taxes, which is common practice in Europe.

Cancel Pre-Approved Capital Issuance Authority

The Adviser generally will vote FOR proposals requesting shareholders cancel a previously approved authority to issue capital, which may be necessary in Denmark as companies there do not have authorized but unissued capital that they may issue as needed like their counterparts in other countries.

Allotment of Unissued Shares

The Adviser generally will vote FOR proposals requesting that shareholders give the board the authority to allot or issue unissued shares.

Authority to Allot Shares for Cash

The Adviser generally will vote FOR proposals requesting that shareholders give the board the ability to allot a set number of authorized but unissued shares for the purpose of employee share schemes and to allot equity securities for cash to persons other than existing shareholders up to a limited aggregate nominal amount (a percentage of the issued share capital of the company).

Foreign Issues- Defense Mechanisms

Authorize Board to Use All Outstanding Capital

The Adviser will vote on a CASE-BY-CASE basis on proposals requesting shareholders authorize the board, for one year, to use all outstanding capital authorizations in the event that a hostile public tender or exchange offer is made for the company, which is a common anti-takeover measure in France similar to the way U.S. companies use preferred stock.

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Foreign Issues- Auditors

Approve Special Auditors’ Report

The Adviser generally will vote FOR proposals that present shareholders of French companies, as required by French law, with a special auditor’s report that confirms the presence or absence of any outstanding related party transactions. At a minimum, such transactions (with directors or similar parties) must be previously authorized by the board. This part of the French commercial code provides shareholders with a mechanism to ensure an annual review of any outstanding related party transactions.

Appoint Statutory Auditor

The Adviser generally will vote FOR proposals requesting shareholder approval to appoint the internal statutory auditor, designated as independent internal auditor as required by the revised Japanese Commercial Code.

Foreign Issues- Social and Environmental

Authorize Company to Make EU Political Organization Donations

The Adviser generally will ABSTAIN from voting on proposals that seek authorization for the company to make EU political organization donations and to incur EU political expenditures.

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APPENDIX C — MORE INFORMATION ABOUT CHOOSING A SHARE CLASS

Front-End Sales Charge Reductions – Accounts Eligible for Aggregation

The following accounts are eligible for account value aggregation for purposes of the right of accumulation and letters of intent as described in the prospectuses offering share classes subject to a front-end sales charge:

•

Individual or joint accounts;

•

Roth and traditional Individual Retirement Accounts (IRAs), Simplified Employee Pension accounts (SEPs), Savings Investment Match Plans for Employees of Small Employers accounts (SIMPLEs) and Tax Sheltered Custodial Accounts (TSCAs);

•

Uniform Gifts to Minors Act (UGMA)/Uniform Transfers to Minors (UTMA) accounts for which you, your spouse, or your domestic partner is parent or guardian of the minor child;

•

Revocable trust accounts for which you or an immediate family member, individually, is the beneficial owner/grantor;

•

Accounts held in the name of your, your spouse’s, or your domestic partner’s sole proprietorship or single owner limited liability company or S corporation;

•

Qualified retirement plan assets, provided that you are the sole owner of the business sponsoring the plan, are the sole participant (other than a spouse) in the plan, and have no intention of adding participants to the plan; and

•

Investments in wrap accounts;

provided that each of the accounts identified above is invested in Class A, Class B, Class C, Class E, Class F, Class T, Class W and/or Class Z shares of the Funds.

The following accounts are not eligible for account value aggregation:

•

Accounts of pension and retirement plans with multiple participants, such as 401(k) plans (which are combined to reduce the sales charge for the entire pension or retirement plan and therefore are not used to reduce the sales charge for your individual accounts);

•

Accounts invested in Class I, Class R, Class R3, Class R4, Class R5 and/or Class Y shares of the Funds;

•

Investments in 529 plans, donor advised funds, variable annuities, variable life insurance products, or managed separate accounts;

•

Charitable and irrevocable trust accounts; and

•

Accounts holding shares of money market Funds that used the Columbia brand before May 1, 2010.

Sales Charge Waivers

Front-End Sales Charge Waivers

The following categories of investors may buy Class A, Class E and Class T shares of the Funds at net asset value, without payment of any front-end sales charge that would otherwise apply:

•

Current or retired Fund Board members, officers or employees of the Funds or Columbia Management or its affiliates ¹ ;

•

Current or retired Ameriprise Financial Services, Inc. financial advisors and employees of such financial advisors ¹ ;

•

Registered representatives and other employees of affiliated or unaffiliated selling and/or servicing agents having a selling agreement with the Distributor ¹ ;

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•

Registered broker-dealer firms that have entered into a dealer agreement with the Distributor may buy Class A shares without paying a front-end sales charge for their investment account only;

•

Portfolio managers employed by subadvisers of the Funds ¹ ;

•

Partners and employees of outside legal counsel to the Funds or the Funds’ directors or trustees who regularly provide advice and services to the Funds, or to their directors or trustees; and

•

Direct rollovers from qualified employee benefit plans, provided that the rollover involves a transfer to Class A shares in the same Fund.

•

Employees of Bank of America, its affiliates and subsidiaries.

•

Employees or partners of Columbia Wanger Asset Management, LLC and Marsico Capital Management, LLC (or their successors).

•

Individuals receiving a distribution from a Bank of America trust, fiduciary, custodial or other similar account may use the proceeds of that distribution to buy Class A shares without paying a front-end sales charge, as long as the proceeds are invested in the funds within 90 days of the date of distribution.

•

Any shareholder who owned shares of any fund of Columbia Acorn Trust (formerly named Liberty Acorn Trust) on September 29, 2000 (when all of the then outstanding shares of Columbia Acorn Trust were re-designated Class Z shares) and who since that time has remained a shareholder of any Fund, may buy Class A shares of any Fund without paying a front-end sales charge in those cases where a Columbia Fund Class Z share is not available.

•

Galaxy Fund shareholders prior to December 1, 1995; and shareholders who (i) bought Galaxy Fund Prime A shares without paying a front-end sales charge and received Class A shares in exchange for those shares during the Galaxy/Liberty Fund reorganization; and (ii) continue to maintain the account in which the Prime A shares were originally bought.

•

(For Class T shares only) Shareholders who (i) bought Galaxy Fund Retail A shares at net asset value and received Class T shares in exchange for those shares during the Galaxy/Liberty Fund reorganization; and (ii) continue to maintain the account in which the Retail A shares were originally bought; and Boston 1784 Fund shareholders on the date that those funds were reorganized into Galaxy Funds.

•

Separate accounts established and maintained by an insurance company which are exempt from registration under Section 3(c)(11);

•

At the Fund’s discretion, front-end sales charges may be waived for shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the Fund is a party.

Purchases of Class A, Class E and Class T shares may be made at net asset value if they are made as follows:

•

With dividend or capital gain distributions from a Fund or from the same class of another Fund;

•

Through or under a wrap fee product or other investment product sponsored by a selling and/or servicing agent that charges an account management fee or other managed agency/asset allocation accounts or programs involving fee-based compensation arrangements that have or that clear trades through a selling and/or servicing agent that has a selling agreement with the Distributor;

•

Through state sponsored college savings plans established under Section 529 of the Internal Revenue Code; or

•

Through banks, trust companies and thrift institutions, acting as fiduciaries;

•

Through “employee benefit plans” created under section 401(a), 401(k), 457 and 403(b), and qualified deferred compensation plans, that have a plan level or omnibus account maintained with the Fund or the Transfer Agent and transacts directly with the Fund or the Transfer Agent through a third party administrator or third party recordkeeper; and

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¹	Including their spouses or domestic partners, children or step-children, parents, step-parents or legal guardians, and their spouse’s or domestic partner’s parents, step-parents, or legal guardians.

Investors can also buy Class A shares without paying a sales charge if the purchase is made from the proceeds of a sale from any Columbia Fund Class A, B, C or T shares of another fund in the Columbia Funds Complex (other than Columbia Money Market Fund or Columbia Government Money Market Fund) within 90 days, up to the amount of the sales proceeds. In addition, shareholders of the money market fund series of BofA Funds Series Trust, which were formerly referred to as the Columbia Money Market Funds (the Former Columbia Money Market Funds), can also buy Class A shares of the Columbia Funds without paying a sales charge if the purchase is made from the proceeds of a sale of shares from a Former Columbia Money Market Fund within 90 days, up to the amount of the sales proceeds, provided that the proceeds are from the sale of shares of a Former Columbia Money Market Fund purchased on or before April 30, 2010. To be eligible for these reinstatement privileges the purchase must be made into an account for the same owner, but does not need to be into the same fund from which the shares were sold. The Transfer Agent, Distributor or their agents must receive a written reinstatement request within 90 days after the shares are sold and the purchase of Class A shares through this reinstatement privilege will be made at the NAV of such shares next calculated after the request is received in good order.

Restrictions may apply to certain accounts and certain transactions. The Funds may change or cancel these terms at any time. Any change or cancellation applies only to future purchases. Unless you provide your financial advisor with information in writing about all of the factors that may count toward a waiver of the sales charge, there can be no assurance that you will receive all of the waivers for which you may be eligible. You should request that your financial advisor provide this information to the Funds when placing your purchase order. For more information about the sales charge reductions and waivers described here, as well as additional categories of eligible investors, please see the applicable prospectus.

Contingent Deferred Sales Charge Waivers (Class A, Class B, Class C, Class E, Class F and Class T Shares)

Shareholders won’t pay a CDSC on redemption of Class A, Class C, Class E and Class T shares:

•

In the event of the shareholder’s death;

•

For which no sales commission or transaction fee was paid to an authorized selling and/or servicing agent at the time of purchase;

•

Purchased through reinvestment of dividend and capital gain distributions;

•

In an account that has been closed because it falls below the minimum account balance;

•

That result from required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70 ¹ / 2 ;

•

That result from returns of excess contributions made to retirement plans or individual retirement accounts, so long as the selling and/or servicing agent returns the applicable portion of any commission paid by the Distributor;

•

Of Class A shares of a Fund initially purchased by an employee benefit plan;

•

Other than Class A shares of a Fund initially purchased by an employee benefit plan that are not connected with a plan level termination;

•

In connection with the Fund’s Small Account Policy (as described in the applicable prospectus); and

•

At a Fund’s discretion, issued in connection with plans of reorganization, including but not limited to mergers, asset acquisitions and exchange offers, to which the Fund is a party.

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Shareholders won’t pay a CDSC on redemption of Class B or Class F shares:

•

In the event of the shareholder’s death; and

•

That result from required minimum distributions taken from retirement accounts upon the shareholder’s attainment of age 70 ¹ / 2 .

Below are additional categories of CDSC waivers:

•

For shares purchased prior to September 7, 2010, CDSCs may be waived on sales after the sole shareholder on an individual account or a joint tenant on a joint tenant account becomes disabled (as defined by Section 72(m)(7) of the Code). To be eligible for such a waiver: (i) the disability must arise after the account is opened and (ii) a letter from a physician must be signed under penalty of perjury stating the nature of the disability. If the account is transferred to a new registration and then shares are sold, the applicable CDSC will be charged.*

•

For shares purchased prior to September 7, 2010, CDSCs may be waived on shares sold by health savings accounts sponsored by third party platforms, including those sponsored by Bank of America affiliates.*

•

For shares purchased prior to September 7, 2010, CDSCs may be waived on (i) shares sold for medical payments that exceed 7.5% of income and (ii) distributions made to pay for insurance by an individual who has separated from employment and who has received unemployment compensation under a federal or state program for at least twelve weeks.*

•

For shares purchased prior to September 7, 2010, CDSCs may be waived on sales occurring pursuant to a SWP established with the Transfer Agent, to the extent that the sales do not exceed, on an annual basis, 12% of the account’s value as long as distributions are reinvested. Otherwise, a CDSC will be charged on SWP sales until this requirement is met.

•

CDSCs may be waived on shares (except for Class B shares) sold by certain group retirement plans held in omnibus accounts. However, CDSC may not be waived for Class C shares if the waiver would occur as a result of a plan-level termination.

•

CDSCs may be waived on shares sold in connection with distributions from qualified retirement plans, government (Section 457) plans, individual retirement accounts or custodial accounts under Section 403(b)(7) of the Code, following normal retirement or the attainment of age 59 ¹ / 2 for shares purchased prior to September 7, 2010.**

•

For Class B shares, and for Class A and Class C shares purchased prior to September 7, 2010, CDSCs may be waived on shares sold in connection with loans from qualified retirement plans to shareholders.*

Fund investors and selling and/or servicing agents must inform the Fund or the Transfer Agent in writing that the Fund investor qualifies for the particular sales charge waiver and provide proof thereof.

For direct trades on non-prototype retirement accounts where the date of birth of the Fund shareholder is not maintained, the shareholder or selling and/or servicing agent must inform the Fund or the Transfer Agent in writing that the Fund investor qualifies for the particular sales charge waiver and provide proof thereof.

Restrictions may apply to certain accounts and certain transactions. The Distributor may, in its sole discretion, authorize the waiver of the CDSC for additional classes of investors. The Fund may change or cancel these terms at any time. Any change or cancellation applies only to future purchases. For more information about the sales charge reductions and waivers described here, as well as additional categories of eligible redemptions, please see the prospectuses.

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Minimum Initial Investment in Class Z Shares

Class Z shares are available only to certain eligible investors, which are subject to different minimum initial investment requirements described in the prospectuses, as supplemented. In addition to the categories of Class Z investors described in the prospectuses, as supplemented, the minimum initial investment in Class Z shares is as follows:

There is no minimum initial investment in Class Z shares for any health savings account sponsored by a third party platform, including those sponsored by affiliates of Bank of America.

The minimum initial investment in Class Z shares for the following eligible investors is $1,000:

•

Any persons employed as of April 30, 2010 by the Legacy Columbia funds’ former investment manager, distributor or transfer agent and immediate family members of any of the foregoing who share the same address and any employee of the Investment Manager, Distributor or Transfer Agent and immediate family members of any of the foregoing who share the same address and are eligible to make new and subsequent purchases in Class Z shares through an individual retirement account. If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Z shares.

The minimum initial investment in Class Z shares for the following categories of eligible investors is $2,000:

•

Any client of Bank of America or one of its subsidiaries buying shares through an asset management company, trust, fiduciary, retirement plan administration or similar arrangement with Bank of America or the subsidiary.

•

Any employee (or family member of an employee) of Bank of America or one of its subsidiaries.

•

Any investor buying shares through a Columbia Management state tuition plan organized under Section 529 of the Internal Revenue Code.

•

Any trustee or director (or family member of a trustee or director) of a fund distributed by the Distributor.

•

Any persons employed as of April 30, 2010 by the Legacy Columbia funds’ former investment manager, distributor or transfer agent and immediate family members of any of the foregoing who share the same address and any employee of the Investment Manager, Distributor or Transfer Agent and immediate family members of any of the foregoing who share the same address and are eligible to make new and subsequent purchases in Class Z shares through a non-qualified account. If you maintain your account with a financial intermediary, you must contact that financial intermediary each time you seek to purchase shares to notify them that you qualify for Class Z shares.

Class B Shares—Conversion to Class A Shares

Class B shares purchased in a Legacy Columbia Fund at any time and Legacy RiverSource Fund (including former Seligman Fund) on or after June 13, 2009 automatically convert to Class A shares after you’ve owned the shares for eight years, except for Class B shares of Columbia Short Term Municipal Bond Fund, which do not convert to Class A shares. Class B shares originally purchased in a Legacy RiverSource Fund (other than a former Seligman Fund) on or prior to June 12, 2009 will convert to Class A shares after eight and one half years of ownership. Class B shares originally purchased in a former Seligman Fund on or prior to June 12, 2009 will convert to Class A shares in the month prior to the ninth year of ownership. The conversion feature allows you to benefit from the lower operating costs of Class A shares, which can help increase your total returns from an investment in the Fund.

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The following rules apply to the conversion of Class B shares to Class A shares:

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Class B shares are converted on or about the 15th day of the month that they become eligible for conversion. For purposes of determining the month when your Class B shares are eligible for conversion, the start of the holding period is the first day of the month in which your purchase was made.

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Any shares you received from reinvested distributions on these shares generally will convert to Class A shares at the same time.

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You’ll receive the same dollar value of Class A shares as the Class B shares that were converted. Class B shares that you received from an exchange of Class B shares of another Fund will convert based on the day you bought the original shares.

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No sales charge or other charges apply, and conversions are free from U.S. federal income tax.

Class F Shares—Conversion to Class E Shares*

The following rules apply to the conversion of Class F shares to Class E shares:

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Class F shares are converted on or about the 15th day of the month that they become eligible for conversion. For purposes of determining the month when your Class F shares are eligible for conversion, the start of the holding period is the first day of the month in which your purchase was made.

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Any shares you received from reinvested distributions on these shares generally will convert to Class E shares at the same time.

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You’ll receive the same dollar value of Class E shares as the Class F shares that were converted. Class F shares that you received from an exchange of Class F shares of another Fund will convert based on the day you bought the original shares.

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No sales charge or other charges apply, and conversions are free from U.S. federal income tax.

The Funds no longer accept investments from new or existing investors in Class E or Class F shares, except by existing Class E and/or Class F shareholders who opened and funded their account prior to September 22, 2006 that may continue to invest in Class E and/or Class F shares. See the prospectus offering Class E and Class F shares of Large Cap Growth Fund for details.

Class A Shares of Active Portfolio Funds

The Active Portfolio Funds offer only Class A shares that are available only to certain eligible investors through certain wrap fee programs sponsored and/or managed by Ameriprise Financial or its affiliates. Class A shares of Active Portfolio Funds are not subject to any front-end sales charge or contingent deferred sales charge.

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APPENDIX D — DESCRIPTION OF STATE RISK FACTORS

State Tax Exempt Funds

The state tax-exempt Funds invest primarily in municipal securities issued by a single state and political sub-divisions of that state. Each Fund will be particularly affected by political and economic conditions and developments in the state in which it invests. This vulnerability to factors affecting the state’s tax-exempt investments will be significantly greater than that of more geographically diversified funds, and may result in greater losses and volatility. Because of the relatively small number of issuers of tax-exempt securities, the Fund may invest a higher percentage of assets in a single issuer and, therefore, be more exposed to the risk of loss than a fund that invests more broadly. At times, the Fund and other accounts managed by the Investment Manager may own all or most of the debt of a particular issuer. This concentration of ownership may make it more difficult to sell, or to determine the fair value of, these investments. In addition, a Fund may focus on a segment of the tax-exempt debt market, such as revenue bonds for health care facilities, housing or airports. These investments may cause the value of a Fund’s shares to change more than the values of shares of funds that invest more diversely. The yields on the securities in which the Funds invest generally are dependent on a variety of factors, including the financial condition of the issuer or other obligor, the revenue source from which the debt service is payable, general economic and monetary conditions, conditions in the relevant market, the size of a particular issue, the maturity of the obligation, and the rating of the issue. In addition to such factors, geographically concentrated securities will experience particular sensitivity to local conditions, including political and economic changes, adverse conditions to an industry significant to the area, and other developments within a particular locality. Because many tax-exempt bonds may be revenue or general obligations of local governments or authorities, ratings on tax-exempt bonds may be different from the ratings given to the general obligation bonds of a particular state.

Certain events may adversely affect all investments within a particular market segment of the market. Examples include litigation, legislation or court decisions, concerns about pending or contemplated litigation, legislation or court decisions, or lower demand for the services or products provided by a particular market segment. Investing mostly in state-specific, tax-exempt investments makes the Funds more vulnerable to the relevant state’s economy and to factors affecting tax-exempt issuers in the state than would be true for more geographically diversified funds. These risks include, among others:

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the inability or perceived inability of a government authority to collect sufficient tax or other revenues to meet its payment obligations;

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natural disasters and ecological or environmental concerns;

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the introduction of constitutional or statutory limits on a tax-exempt issuer’s ability to raise revenues or increase taxes;

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the inability of an issuer to pay interest on or to repay principal or securities in which the funds invest during recessionary periods; and

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economic or demographic factors that may cause a decrease in tax or other revenues for a government authority or for private operators of publicly financed facilities.

More information about state specific risks may be available from official state resources.

State Specific Information

The following discussion regarding certain economic, financial and legal matters pertaining to the states, U.S. territories and possessions referenced below, and their political subdivisions is drawn from the documents indicated below and does not purport to be a complete description or a complete listing of all relevant factors. The information has not been updated nor will it be updated during the year. The Funds have not independently verified any of the information contained in such documents and are not expressing any

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opinion regarding the completeness or materiality of such information. The information is subject to change at any time. Any such change may adversely affect the financial condition of the applicable state, U.S. territory or possession.

Estimates and projections, if any, contained in the following summaries should not be construed as statements of fact; such estimates and projections are based on assumptions that may be affected by numerous factors and there can be no assurance that such estimates and projections will be realized or achieved. Discussions regarding the financial condition of a particular state or U.S. territory or possession may not be relevant to Municipal Obligations issued by political subdivisions of that state or U.S. territory or possession. Moreover, the general economic conditions discussed may or may not affect issuers of the obligations of these states, U.S. territories or possessions.

California

The following information has been obtained from the official statement of the State of California dated November 21, 2011.

Current Economic Condition.

The State of California (“California”) has the largest economy among the 50 states. Major components of California’s diverse economy include high technology, trade, entertainment, agriculture, manufacturing, government, tourism, construction and services.

During the recent recession, which officially ended in 2009, California experienced the most significant economic downturn since the Great Depression of the 1930s. As a result of continuing weakness in California’s economy, California tax revenues declined precipitously, resulting in large budget gaps and occasional cash shortfalls. More recently, California’s economy has grown slowly, and the Budget Act for the 2011-12 fiscal year adopted on June 30, 2011, together with related budget legislation (the “2011 Budget Act”), projects continuing growth in California’s major revenue sources from the recession’s low point.

In its report from May 2011, California’s Department of Finance described the California economy as being in the midst of a modest, drawn-out recovery. The private sector — outside of homebuilding — was providing most of the growth in the economy. Construction and real estate have been showing little growth. Export-driven and high-technology sectors were doing relatively well based on the combination of strong Asian economies and a weak U.S. dollar. Some recent indicators, mainly labor market statistics, have been weak. Public sector employment experienced unprecedented reductions during and after the recession. The May 2011 economic projection reflects a significant drop in state and local government employment in 2009 and 2010, and foresees more losses during 2011. The return to pre-recession conditions is expected to be slow and uneven.

Employment . California’s unemployment rate reached a high of 12.5% in late 2010. The rate improved thereafter, falling to 11.7% in May 2011, but rising to 12.0% for July 2011. In comparison, the national unemployment rate was 9.1% in July 2011.

Real Estate and Building Activity . California’s housing sector began a meager recovery during 2009 and the early months of 2010 in response to the federal home buyers tax credit. Existing home sales stabilized around the half-million unit rate (seasonally-adjusted and annualized) and the median sales price rose by 10% in 2010 from 2009, bringing the median price of these homes to approximately $300,000. Unsold inventory trended downward in 2009, as did the number of days needed to sell a home. However, the housing market indicators worsened during the middle of 2010 after the expiration of the federal home buyers tax credit. Housing market indicators again appeared to stabilize during the early months of 2011.

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Additional foreclosures may result from the resetting of interest rates on adjustable rate mortgages through 2012, the commencement of the requirement to begin repayment of principal with interest during the same period on mortgages that were previously in an interest-only mode, and the expiration of the mortgage foreclosure relief program of the federal government called Homeowners Affordability and Stability Plan.

State Budget.

California’s fiscal year begins on July 1 of each year and ends on June 30 of the following year. California receives revenues from taxes, fees and other sources, the most significant of which are the personal income tax, sales and use tax and corporation tax (which collectively constitute nearly 90% of total General Fund revenues and transfers). California expends money on a variety of programs and services. Significant elements of California’s expenditures include education (both kindergarten through twelfth grade (“K-12”) and higher education), health and human services and correctional programs.

The economic downturn of the last few years adversely affected California’s budget situation. To exacerbate the problem, as California entered the recession, annual revenues generally were less than annual expenses, resulting in a “structural” budget deficit. This structural deficit was due in part to overreliance on temporary remedies, including one-time revenues, internal borrowing, payment deferrals, accounting shifts and expenditure reduction proposals that did not materialize.

The 2011 Budget Act (for fiscal year 2011-12), which was signed by the Governor on June 30, 2011, closes a $26.6 billion projected budget gap and makes substantial progress in addressing California’s long term structural budget deficit. It also shifts certain program responsibilities to local government (and provides certain funding for such program responsibilities to local governments).

The 2011 Budget Act makes substantial cuts to California’s programs in order to bring expenditures more in line with available resources, including slightly over $15 billion in expenditure reductions over a two-year period. Expenditure reductions include significant cuts to Medi-Cal, Mental Health Services, and CalWORKs, among others in the Health and Human Services area, and reductions in K-12 education spending and support for the University of California and California State University systems. The 2011 Budget Act also provides for additional expenditure reductions without further action of the Legislature (called “trigger cuts”) in the event that the revenue projections in the 2011 Budget Act are not realized.

Despite eliminating a significant portion of the structural deficit in the 2011 Budget Act, California continues to face major long-term challenges and must address the remaining structural budget deficit and the consequences of budget-balancing actions taken in the past.

State and Local Government Considerations.

The primary units of local government in California are the 58 counties. Counties are responsible for the provision of many basic services, including indigent health care, welfare, jails and public safety in unincorporated areas. There are also 480 incorporated cities in California and thousands of special districts formed for education, utilities and other services.

Proposition 13, which was approved by voter initiative in 1978, amended California’s constitution to reduce and limit the future growth of property taxes and limit the ability of local governments to impose “special taxes” (those devoted to a specific purpose) without two-thirds voter approval. Although Proposition 13 limited property tax growth rates, it also has had a smoothing effect on property tax revenues, ensuring greater stability in annual revenues than existed before Proposition 13 passed.

Proposition 218, another constitutional amendment enacted by voter initiative in 1996, further limited the ability of local governments to raise taxes, fees and other exactions. The limitations imposed by Proposition 218

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include requiring a majority vote approval for general local tax increases, prohibiting fees for services in excess of the cost of providing such service, and providing that no fee may be charged for fire, police or any other service widely available to the public.

Over the years, a number of constitutional amendments similar to Proposition 13 and Proposition 218 have been enacted, often through voter initiatives, which have increased the difficulty of raising California’s taxes or restricted the use of General Fund revenues. Further initiatives or legislative changes in laws or the California Constitution may also affect the ability of state or local issuers to repay their obligations.

Bond Ratings.

Three major credit rating agencies, Moody’s Investors Service, Inc. (“Moody’s”), Standard and Poor’s Ratings Services (“S&P”) and Fitch Ratings (“Fitch”), assign ratings to California long-term general obligation bonds. According to the Treasurer of California’s website, as of February 9, 2012, California’s general obligation bonds were rated A1 by Moody’s, A- by S&P and A- by Fitch. It is not possible to determine whether, or the extent to which, Moody’s, S&P or Fitch will change such ratings in the future. Ratings assigned to individual Municipal Obligations vary.

Connecticut

The following information has been obtained from the Annual Information Statement of the State of Connecticut, dated February 23, 2011, as supplemented on November 2, 2011.

Current Economic Condition.

The State of Connecticut (“Connecticut”) is a highly developed and urbanized state. It is situated directly between the financial centers of Boston and New York.

Connecticut’s economic performance is measured by personal income, which has been among the highest in the nation, and gross state product (the market value of all final goods and services produced by labor and property located within Connecticut). Connecticut’s nonagricultural employment reached a high in the first quarter of 2008 with 1,710,170 persons employed, but began declining with the onset of the recession falling to 1,612,000 jobs by the fourth quarter of 2009.

The current recession brought the unemployment rate up to 9.0% for 2010, compared to the New England average of 8.7% and the national average of 9.6% for the same period. For the first six months of 2011, Connecticut had an unemployment rate of 9.1%, compared with a New England average of 8.0% and the national average of 9.0% for the same period.

State Budget.

Connecticut finances most of its operations through its General Fund. However, certain state functions, such as Connecticut’s transportation budget, are financed through other state funds. General Fund revenues are derived primarily from the collection of state taxes, including the personal income tax, the sales and use tax and the corporation business tax. Miscellaneous fees, receipts, transfers and unrestricted federal grants account for most of the other General Fund revenue. Connecticut expends money on a variety of programs and services. Significant elements of state expenditures include human services; education, libraries and museums; non-functional (debt service and miscellaneous expenditures including fringe benefits); health and hospitals; corrections; general government and judicial.

On February 16, 2011, the Governor presented to the General Assembly his proposed budget for fiscal years 2011-12 and 2012-13. This proposal would close an estimated current services gap of $3.2 billion in fiscal year

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2011-12 and $3.0 billion in fiscal year 2012-13. In broad terms, this was achieved by proposed tax increases of $1.5 billion, expenditure cuts of $0.7 billion and an expected savings of $1.0 billion from employee concessions.

On May 3, 2011, the General Assembly passed a budget for the biennium ending June 30, 2013 (the “Budget Act”). The Budget Act makes General Fund appropriations of $18,350.3 million in fiscal year 2011-12 and $18,781.8 million in fiscal year 2012-13. The budget is projected to result in a surplus of $369.3 million in fiscal year 2011-12 and $634.8 million in fiscal year 2012-13.

State Debt.

Pursuant to various public and special acts Connecticut has authorized a variety of types of debt. These types fall generally into the following categories: direct general obligation debt, which is payable from the Connecticut’s General Fund; special tax obligation debt, which is payable from specified taxes and other funds which are maintained outside Connecticut’s General Fund; and special obligation and revenue debt, which is payable from specified revenues or other funds which are maintained outside the Connecticut’s General Fund. In addition, Connecticut has a number of programs under which the state provides annual appropriation support for, or is contingently liable on, the debt of certain state quasi-public agencies and political subdivisions.

Statutory Debt Limit . Section 3-21 of the General Statutes provides that no bonds, notes or other evidences of indebtedness for borrowed money payable from General Fund tax receipts of Connecticut may be authorized by the General Assembly or issued unless they do not cause the aggregate amount of (1) the total amount of bonds, notes or other evidences of indebtedness payable from General Fund tax receipts authorized by the General Assembly but which have not been issued and (2) the total amount of such indebtedness which has been issued and remains outstanding, to exceed 1.6 times the total estimated General Fund tax receipts of Connecticut for the fiscal year in which any such authorization will become effective or in which such indebtedness is issued, as estimated for such fiscal year by the joint standing committee of the General Assembly having cognizance of finance, revenue and bonding. However, in computing the aggregate amount of indebtedness at any time, a significant number of exclusions apply.

Certain Short-Term Borrowings . The General Statutes authorize the Treasurer, subject to the approval of the Governor, to borrow such funds, from time to time, as may be necessary, and to issue obligations of Connecticut therefore, which must be redeemed by the Treasurer whenever, in the opinion of the Treasurer, there are funds in the treasury available for such purpose. Connecticut has established programs of temporary note issuances from time to time to cover periodic cash flow requirements. No temporary notes are outstanding and none have been issued since 1991.

Transportation Fund and Debt . In 1984, Connecticut adopted legislation establishing a transportation infrastructure program and authorizing special tax obligation (“STO”) bonds to finance the program. The infrastructure program is a continuous program for planning, construction and improvement of Connecticut highways and bridges, projects on the interstate highway system, alternate highway projects in the interstate highway substitution program, waterway facilities, mass transportation and transit facilities, aeronautic facilities (excluding Bradley International Airport), the highway safety program, maintenance garages and administrative facilities of the Department of Transportation, payment of Connecticut’s share of the costs of the local bridge program established under the act, and payment of state contributions to the local bridge revolving fund established under the act. The infrastructure program is administered by the Department of Transportation.

The cost of the infrastructure program for state fiscal years 1985-2014, which will be met from federal, state and local funds, is estimated at $25.9 billion. Connecticut’s share of such cost, estimated at $10.5 billion, is to be funded from transportation-related taxes, fees and revenues deposited in the Special Transportation Fund and from the proceeds of STO bonds.

During fiscal years 1985-2011, $23.7 billion of the total infrastructure program was approved by the appropriate governmental authorities. The remaining $2.2 billion is required for fiscal years 2012-2014. The

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$2.2 billion of such infrastructure costs is anticipated to be funded by the issuance of $666 million in STO bonds, $37 million in anticipated revenues, and $1.5 billion in anticipated federal funds.

Certain Pension and Retirement Systems.

State Employees’ Retirement Fund . The State Employees’ Retirement Fund is one of the systems maintained by Connecticut with approximately 50,064 active members, 1,602 inactive (vested) members and 41,782 retired members and beneficiaries as of June 30, 2010. Payments into the fund are made from employee contributions, General and Special Transportation Fund appropriations and grant reimbursements from Federal and other funds. State contributions to the fund are made monthly on the basis of transfers submitted by the Office of the State Comptroller.

As of June 30, 2011, the market value of the fund’s investment assets was $8,980,628,985. Connecticut appropriated $722,137,072 for fiscal year ending June 30, 2012 and $715,503,022 for fiscal year ending June 30, 2013, which together with anticipated grant reimbursements from federal and other funds will be sufficient to fully fund the employer contribution requirements for fiscal years ending June 30, 2012 and June 30, 2013 pursuant to the requirement determinations contained in the November 2010 actuarial valuation.

Teachers’ Retirement Fund . The Teachers’ Retirement Fund, administered by the Teachers’ Retirement Board, provides benefits for any teacher, principal, supervisor, superintendent or other eligible employee in the public school systems of Connecticut, with certain exceptions. While establishing salary schedules for teachers, municipalities do not provide contributions to the maintenance of the fund. As of June 30, 2010, there were 63,998 active and former employees with accrued and accruing benefits, 30,219 retired members and beneficiaries, and 274 members on disability allowance.

Contributions to the fund are made by employees and by General Fund appropriations from Connecticut. State contributions to the fund are made quarterly on the basis of certifications submitted by the Teachers’ Retirement Board and are funded with annual appropriations from the General Fund. As of June 30, 2011, the market value of the fund’s investment assets was $14,143,881,048. Connecticut appropriated $757,246,000 for fiscal year ending June 30, 2012 and $787,536,000 for fiscal year ending June 30, 2013, which will be sufficient to fully fund the employer contribution requirements for fiscal years ending June 30, 2012 and June 30, 2013 pursuant to the requirement determinations contained in the November 2010 actuarial valuation.

Bond Ratings.

Three major credit rating agencies, Moody’s Investors Service, Inc. (“Moody’s”), Standard and Poor’s Ratings Services (“S&P”) and Fitch Ratings (“Fitch”), assign ratings to the Connecticut’s long-term general obligation bonds. As of November 2011, Connecticut’s general obligation bonds were rated A2 by Moody’s, AA by S&P and AA by Fitch. In January 2012, Moody’s downgraded the rating of Connecticut’s bonds to AA3. It is not possible to determine whether, or the extent to which, Moody’s, S&P or Fitch will change such ratings in the future. Ratings assigned to individual Municipal Obligations vary.

Massachusetts

The following information has been obtained from The Commonwealth of Massachusetts Information Statement, dated March 15, 2011, as supplemented on January 13, 2012.

Current Economic Condition.

The fiscal viability of the authorities and municipalities of the Commonwealth of Massachusetts (“Massachusetts”) is linked to that of Massachusetts. Certain authorities, such as the Massachusetts Convention Center Authority, the Massachusetts Development Finance Agency, the Massachusetts Department of

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Transportation (MassDOT) and the Massachusetts Water Pollution Abatement Trust benefit from contract assistance agreements with Massachusetts. Such agreements constitute general obligations of Massachusetts for which its full faith and credit are pledged. Massachusetts also guarantees the debt of two authorities, the Massachusetts State College Building Authority and the University of Massachusetts Building Authority. Their ratings are based on Massachusetts guarantee and generally can be expected to move in tandem with ratings on the Massachusetts general obligation debt. Massachusetts funds several other authorities in part or in whole and their debt ratings may be adversely affected by a negative change in those of Massachusetts.

In July 2004, Massachusetts’s school building assistance (SBA) program was moved off-budget, to be administered and managed by an independent state authority, the Massachusetts School Building Authority (MSBA). One cent of Massachusetts’s sales tax excluding certain meals and special financing district sales taxes (the “Dedicated Sales Tax”) funds the MSBA and pays for its liabilities. Additionally, Massachusetts has issued $1.0 billion of general obligation bonds to help the MSBA fund its liabilities. The MSBA is expected to finance a substantial portion of its liabilities through the issuance of revenue bonds.

Population and Employment . Massachusetts has a population of about 6.5 million as of the 2010 Census, a little more than 2% of the total United States population. The unemployment rate of Massachusetts dropped to 6.8% in January 2012, compared to a national unemployment rate of 8.5%.

Commonwealth Budget.

The budgeted operating funds of Massachusetts ended fiscal 2011 with an excess of revenues and other sources over expenditures and other uses of $997.8 million and aggregate ending fund balances in the budgeted operating funds of Massachusetts of approximately $1.90 billion. The budgeted operating funds of Massachusetts are projected to end fiscal 2012 with a deficiency of revenues and other sources over expenditures and other uses of $441.5 million and aggregate ending fund balances in the budgeted operating funds of Massachusetts of approximately $1.46 billion.

Growth of tax revenues is limited by law in Massachusetts to the average positive rate of growth in total wages and salaries in Massachusetts, as reported by the federal government, during the three calendar years immediately preceding the end of such fiscal year. The law also requires that allowable state tax revenues be reduced by the aggregate amount received by local governmental units from any newly authorized or increased local option taxes or excises. Any excess in state tax revenue collections for a given fiscal year over the prescribed limit, as determined by the State Auditor, must be applied as a credit against the then current personal income tax liability of all taxpayers in Massachusetts in proportion to the personal income tax liability of all taxpayers in Massachusetts for the immediately preceding tax year.

Legislation enacted in December 1989 imposes a limit on the amount of outstanding “direct” bonds of Massachusetts. The bond cap for fiscal 2012 will be $1.750 billion, plus $148 million in unused bond cap from fiscal 2011 which has been carried forward to support spending in fiscal 2012. It is projected to increase by $125 million in each subsequent fiscal year through fiscal 2016.

Massachusetts is also responsible for the payment of pension benefits for Commonwealth employees and for teachers of the cities, towns and regional school districts throughout Massachusetts. Massachusetts employees’ and teachers’ retirement systems are partially funded by employee contributions of regular compensation. In September 2011, Massachusetts issued a valuation, as of January 1, 2011, of its total pension obligation. The unfunded actuarial accrued liability was calculated to be $18.589 billion.

Local Considerations.

Massachusetts makes substantial payments to its cities, towns and regional school districts (Local Aid) to mitigate the impact of local property tax limits on local programs and services. A statute adopted by voter

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initiative petition at the November 1990 statewide election regulates the distribution of Local Aid to cities and towns. As enacted in 1992 and subsequently amended, this statute requires that, subject to annual appropriation, no less than 40% of collections from personal income taxes, corporate excise taxes and lottery fund proceeds and 32% of collections from sales and use taxes be distributed to cities and towns. Nonetheless, Local Aid payments remain subject to annual appropriation by the Legislature, and the appropriations for Local Aid since the enactment of the initiative law have not met the levels set forth in the initiative law. For fiscal 2011, expenditures for direct Local Aid, exclusive of school building assistance, were $4.785 billion. For fiscal 2012, expenditures for direct Local Aid are projected to total $4.881 billion.

Transportation.

The $14.808 billion Central Artery/Ted Williams Tunnel Project was substantially completed on January 13, 2006. In 2007, the Transportation Finance Commission, established by state legislation in 2004, anticipated a funding gap of between $15 billion and $19 billion over the next 20 years, related to maintaining Massachusetts’s transportation system for that time period. On June 18, 2009, the Legislature enacted, and on June 26, 2009 the Governor approved transportation reform legislation providing for the dissolution of the Massachusetts Turnpike Authority (MTA), creating a new authority called the Massachusetts Department of Transportation (MassDOT) and transferring the assets, liabilities, obligations and debt of the MTA to MassDOT, which has a separate legal existence from Massachusetts. Legislation approved by the Governor on July 20, 2009 provides that Massachusetts Transportation Fund, a fund within MassDOT which receives all tolls and transit fares, will also receive the sales tax receipts dedicated to transportation purposes, with a guaranteed annual payment of $275 million.

Bond Ratings.

Three major credit rating agencies, Moody’s Investors Service, Inc. (“Moody’s”), Standard and Poor’s Ratings Services (“S&P”) and Fitch Ratings (“Fitch”), assign ratings to Massachusetts long-term general obligation bonds. Massachusetts’s general obligation bonds have been assigned long-term ratings of “Aa1” by Moody’s Investors Service, Inc., “AA” by Standard & Poor’s Ratings Services and “AA+” by Fitch Ratings. It is not possible to determine whether, or the extent to which, Moody’s, S&P or Fitch will change such ratings in the future. Ratings assigned to individual Municipal Obligations vary.

New York

The following information has been obtained from the Annual Information Statement of the State of New York, dated May 24, 2011, as supplemented on November 22, 2011.

Current Economic Condition.

The State of New York (“New York”), which boasts the third-largest economy among the 50 states, is currently emerging from the effects of a nationwide recession. Although New York’s recovery outpaced that of the nation overall during the first half of 2011, more recent economic events — including the ongoing European financial crisis — have exerted substantial downward pressure on New York’s economy, which is especially sensitive to credit and equity market volatility. As the nation’s financial capital, such market volatility poses a particularly high degree of uncertainty for New York’s fiscal condition and recovery outlook.

In its report from May 2011 (updated through November 2011), New York’s Division of the Budget noted that tax receipts through September 2011 have increased 14.6 percent over the prior year, largely due to moderate wage growth, strong finance and insurance sector profits resulting in solid Wall Street bonuses, and moderately increased consumer spending. After controlling for the impact of policy changes, base tax revenue is expected to grow by another 6.1 percent in 2013.

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However, weak and unsettled economic conditions around the world, together with a push for broader regulation of the financial environment, have the potential to negatively affect the profitability of New York’s financial services industry, which is a major source of New York tax revenue. In particular, market volatility and increased regulation may result in lower bonuses on Wall Street in the future, which in turn may reduce a major segment of income subject to taxation and depress the level of economic activity generated by the spending of those earnings. Similarly, both financial sector income and taxable capital gains realization may be negatively affected if equity markets fail to grow as anticipated.

Population and Employment . New York ranks third among the 50 states in terms of population. According to the 2010 U.S. Census, New York’s 2010 population was 19.4 million, an increase from 19 million in 2000.

As of December 2011, New York’s unemployment rate was 8.0 percent, compared with a national unemployment rate of 8.3 percent. Total state employment is projected to grow by 0.8 percent for 2012. Private sector employment is projected to grow 1.1 percent in 2012.

State Budget.

New York’s budget process is governed by the New York constitution, with additional details and actions prescribed by New York law and practices established over time . The New York constitution requires the Governor to submit a budget that is balanced on a cash basis in the General Fund, which receives the majority of New York taxes and all income not earmarked for a particular program or activity.

New York receives revenues from taxes, fees, charges for state-provided services, Federal grants, and other miscellaneous sources. General Fund receipts, including transfers from other funds, are estimated to total $56.87 billion in 2012. Tax receipts are expected to grow at an average annual rate of approximately 4.2 percent for fiscal years 2012 through 2015.

New York expends money on a variety of programs and services. Major categories of operating disbursements include healthcare and Medicaid, higher education (including subsidization of the State University of New York and City University of New York systems), criminal justice and public safety, school aid, transportation, and mental hygiene programs. General Fund spending is expected to total $56.86 billion in 2012. State spending is projected to grow at an average annual rate of 4.3 percent for fiscal years 2012 through 2015, driven by target growth rates for Medicaid and education spending, and including preliminary estimates of the effect of national health care reform on New York health care costs.

New York is also responsible for the payment of pension benefits for public employees. Recent market volatility and declines in the market value of many equity investments have negatively affected the assets held by New York’s retirement systems. As a result, contribution rate increases are expected for fiscal years 2012 through 2015.

Based on the adverse economic factors described above, as well as actual operating results through the first half of 2011, New York’s Division of the Budget projects a budget shortfall of $350 million in the current fiscal year. The same economic factors have also resulted in a projected budget gap for 2013 of between $3.0 billion and $3.5 billion.

Implementation of New York’s current financial plan is dependent on the state’s ability to market its bonds successfully. New York finances much of its capital spending from the General Fund, which it reimburses with proceeds from the sale of general obligation or other state-supported bonds. New York’s inability to sell bonds at the levels or on the timetable expected may adversely affect the state’s overall cash position and capital funding plan. The success of projected public sales will be dependent on prevailing market conditions.

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Local Considerations.

New York’s fiscal demands may be affected by the fiscal condition of New York City, which relies in part on state aid to balance its budget and meet its cash requirements. In addition, certain localities outside New York City have experienced financial problems and have received state assistance during the last several state fiscal years . Deficit financing has become more common in recent years.

Grants to local governments include payments to school districts, health care providers, and other local entities, as well as certain financial assistance to, or on behalf of, individuals, families, and nonprofit organizations . Expenditures in the form of aid to local governments for their general purposes (and to school districts and municipalities for specific purposes such as education and social services) are made from New York’s General Fund. These payments are limited under the New York constitution to appropriations in force. Local aid expenditures normally comprise approximately 60 percent of General Fund disbursements.

Debt Service.

New York pays debt service on all outstanding state-supported bonds . These include general obligation bonds, for which New York is constitutionally obligated to pay debt service, as well as bonds issued by New York public authorities. Public authorities refer to certain of New York’s public benefit corporations — such as the Empire State Development Corporation and the New York State Thruway Authority — which are not subject to the constitutional restrictions on the incurrence of debt that apply to New York itself and may issue bonds and notes within the amounts and restrictions set forth in legislative authorization. New York’s access to the public credit markets could be impaired and the market price of its outstanding debt may be materially and adversely affected if its public authorities were to default on their respective obligations .

Total debt service is projected to be $5.8 billion for 2012, of which $1.4 billion is expected to be paid from the General Fund for general obligations and service contract bonds, and $4.4 billion of which is expected to service other state-supported bonds.

Bond Ratings.

As of December 2011, the New York’s general obligation bonds were rated “Aa2” by Moody’s Investors Service, Inc. (“Moody’s”), “AA” by Standard & Poor’s Ratings Services (“S&P), and “AA” by Fitch Ratings (“Fitch”). It is not possible to determine whether, or the extent to which, Moody’s, S&P or Fitch will change such ratings in the future. Ratings assigned to individual Municipal Obligations may vary.

The Debt Reform Act of 2000 restricts the issuance of state-supported debt to capital purposes only and limits such debt to a maximum term of 30 years. Under the Debt Reform Act, new state-supported debt issued since April 1, 2000 is limited to 4% of state personal income, while new debt service costs are limited to 5% of all Funds receipts .

D-10

APPENDIX E — LEGACY COLUMBIA FUNDS

Legacy Columbia funds are funds that were branded Columbia or Columbia Acorn prior to Sept. 27, 2010.

Columbia ^SM Acorn ^® Fund

Columbia ^SM Acorn International ^®

Columbia ^SM Acorn International Select ^®

Columbia ^SM Acorn Select ^®

Columbia ^SM Acorn USA ^®

Columbia Balanced Fund

Columbia Bond Fund

Columbia California Intermediate Municipal Bond Fund

Columbia California Tax-Exempt Fund

Columbia Connecticut Intermediate Municipal Bond Fund

Columbia Connecticut Tax-Exempt Fund

Columbia Contrarian Core Fund

Columbia Convertible Securities Fund

Columbia Corporate Income Fund (formerly known as Columbia Income Fund)

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Energy and Natural Resources Fund

Columbia Georgia Intermediate Municipal Bond Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia High Yield Opportunity Fund

Columbia Intermediate Bond Fund

Columbia Intermediate Municipal Bond Fund

Columbia International Bond Fund

Columbia International Value Fund

Columbia Large Cap Core Fund

Columbia Large Cap Enhanced Core Fund

Columbia Large Cap Growth Fund

Columbia Large Cap Index Fund

Columbia Large Cap Value Fund

Columbia LifeGoal ^® Balanced Growth Portfolio

Columbia LifeGoal ^® Growth Portfolio

Columbia LifeGoal ^® Income and Growth Portfolio

Columbia LifeGoal ^® Income Portfolio

Columbia Marsico 21st Century Fund

Columbia Marsico Focused Equities Fund

Columbia Marsico Global Fund

Columbia Marsico Growth Fund

Columbia Marsico International Opportunities Fund

Columbia Maryland Intermediate Municipal Bond Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia Massachusetts Tax-Exempt Fund

Columbia Masters International Equity Portfolio

Columbia Mid Cap Growth Fund

Columbia Mid Cap Index Fund

Columbia Mid Cap Value Fund

Columbia Multi-Advisor International Equity Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia New York Tax-Exempt Fund

Columbia North Carolina Intermediate Municipal Bond Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Overseas Value Fund

Columbia Pacific/Asia Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Select Small Cap Fund

Columbia Short Term Bond Fund

Columbia Short Term Municipal Bond Fund

Columbia Small Cap Core Fund

Columbia Small Cap Growth Fund I

Columbia Small Cap Growth Fund II

Columbia Small Cap Index Fund

Columbia Small Cap Value Fund I

Columbia Small Cap Value Fund II

Columbia South Carolina Intermediate Municipal Bond Fund

Columbia Strategic Income Fund

Columbia Strategic Investor Fund

Columbia Tax-Exempt Fund

Columbia Technology Fund

Columbia ^SM Thermostat Fund ^®

Columbia U.S. Treasury Index Fund

Columbia Value and Restructuring Fund

Columbia Virginia Intermediate Municipal
Bond Fund

E-1

APPENDIX F — LEGACY RIVERSOURCE FUNDS

Legacy RiverSource funds include RiverSource, Seligman and Threadneedle funds, funds renamed effective Sept. 27, 2010 to bear the Columbia brand, and certain other funds. Prior fund names are noted in parenthesis.

Columbia 120/20 Contrarian Equity Fund (formerly known as RiverSource 120/20 Contrarian Equity Fund)

Columbia Absolute Return Currency and Income Fund (formerly known as RiverSource Absolute Return Currency and Income Fund)

Columbia AMT-Free Tax-Exempt Bond Fund (formerly known as RiverSource Tax-Exempt Bond Fund)

Columbia Asia Pacific ex-Japan Fund (formerly known as Threadneedle Asia Pacific Fund)

Columbia Diversified Bond Fund (formerly known as RiverSource Diversified Bond Fund)

Columbia Diversified Equity Income Fund (formerly known as RiverSource Diversified Equity Income Fund)

Columbia Dividend Opportunity Fund (formerly known as RiverSource Dividend Opportunity Fund)

Columbia Emerging Markets Bond Fund (formerly known as RiverSource Emerging Markets Bond Fund)

Columbia Emerging Markets Opportunity Fund (formerly known as Threadneedle Emerging Markets Fund)

Columbia Equity Value Fund (formerly known as RiverSource Equity Value Fund)

Columbia European Equity Fund (formerly known as Threadneedle European Equity Fund)

Columbia Floating Rate Fund (formerly known as RiverSource Floating Rate Fund)

Columbia Frontier Fund, Inc. (formerly known as Seligman Frontier Fund, Inc.)

Columbia Global Bond Fund (formerly known as RiverSource Global Bond Fund)

Columbia Global Equity Fund (formerly known as Threadneedle Global Equity Fund)

Columbia Global Extended Alpha Fund (RiverSource Global Extended Alpha Fund)

Columbia Government Money Market Fund, Inc. (formerly known as RiverSource Government Money Market Fund, Inc.)

Columbia High Yield Bond Fund (formerly known as RiverSource High Yield Bond Fund)

Columbia Income Builder Fund (formerly known as RiverSource Income Builder Basic Income Fund)

Columbia Income Opportunities Fund (formerly known as RiverSource Income Opportunities Fund)

Columbia Inflation Protected Securities Fund (formerly known as RiverSource Inflation Protected Securities Fund)

Columbia Large Core Quantitative Fund (formerly known as RiverSource Disciplined Equity Fund)

Columbia Large Growth Quantitative Fund (formerly known as RiverSource Disciplined Large Cap Growth Fund)

Columbia Large Value Quantitative Fund (formerly known as RiverSource Disciplined Large Cap Value Fund)

Columbia Limited Duration Credit Fund (formerly known as RiverSource Limited Duration Bond Fund)

Columbia Marsico Flexible Capital Fund

Columbia Mid Cap Growth Opportunity Fund (formerly known as RiverSource Mid Cap Growth Fund)

Columbia Mid Cap Value Opportunity Fund (formerly known as RiverSource Mid Cap Value Fund)

Columbia Minnesota Tax-Exempt Fund (formerly known as RiverSource Minnesota Tax-Exempt Fund)

Columbia Money Market Fund (formerly known as RiverSource Cash Management Fund)

Columbia Multi-Advisor International Value Fund (formerly known as RiverSource Partners International Select Value Fund)

Columbia Multi-Advisor Small Cap Value Fund (formerly known as RiverSource Partners Small Cap Value Fund)

Columbia Portfolio Builder Aggressive Fund (formerly known as RiverSource Portfolio Builder Aggressive Fund)

Columbia Portfolio Builder Conservative Fund (formerly known as RiverSource Portfolio Builder Conservative Fund)

F-1

Columbia Portfolio Builder Moderate Aggressive Fund (formerly known as RiverSource Portfolio Builder Moderate Aggressive Fund)

Columbia Portfolio Builder Moderate Conservative Fund (formerly known as RiverSource Portfolio Builder Moderate Conservative Fund)

Columbia Portfolio Builder Moderate Fund (formerly known as RiverSource Portfolio Builder Moderate Fund)

Columbia Recovery and Infrastructure Fund (formerly known as RiverSource Recovery and Infrastructure Fund)

Columbia Retirement Plus 2010 Fund (formerly known as RiverSource Retirement Plus 2010 Fund)

Columbia Retirement Plus 2015 Fund (formerly known as RiverSource Retirement Plus 2015 Fund)

Columbia Retirement Plus 2020 Fund (formerly known as RiverSource Retirement Plus 2020 Fund)

Columbia Retirement Plus 2025 Fund (formerly known as RiverSource Retirement Plus 2025 Fund)

Columbia Retirement Plus 2030 Fund (formerly known as RiverSource Retirement Plus 2030 Fund)

Columbia Retirement Plus 2035 Fund (formerly known as RiverSource Retirement Plus 2035 Fund)

Columbia Retirement Plus 2040 Fund (formerly known as RiverSource Retirement Plus 2040 Fund)

Columbia Retirement Plus 2045 Fund (formerly known as RiverSource Retirement Plus 2045 Fund)

Columbia Select Large-Cap Value Fund (formerly known as Seligman Large-Cap Value Fund)

Columbia Select Smaller-Cap Value Fund (formerly known as Seligman Smaller-Cap Value Fund)

Columbia Seligman Communications and Information Fund, Inc. (formerly known as Seligman Communications and Information Fund, Inc.)

Columbia Seligman Global Technology Fund (formerly known as Seligman Global Technology Fund)

Columbia Short-Term Cash Fund (formerly known as RiverSource Short-Term Cash Fund)

Columbia Strategic Allocation Fund (formerly known as RiverSource Strategic Allocation Fund)

Columbia U.S. Government Mortgage Fund (formerly known as RiverSource U.S. Government Mortgage Fund)

F-2

PART C OTHER INFORMATION

Item 28.

Exhibits


(a)(1)		Second Amended and Restated Agreement and Declaration of Trust dated August 10, 2005. (1)

(a)(2)		Amendment No. 1 to Second Amended and Restated Agreement and Declaration of Trust dated August 10, 2005. (1)

(b)		Amended and Restated By-laws of Registrant. (2)

(c)		Not applicable.

(d)(1)		Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of May 1, 2010. (17)

(d)(2)(i)		Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of May 1, 2010 (CMG Ultra Short-Term Bond Fund). (17)

(d)(2)(ii)		Amendment No. 1 to Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of February 28, 2011. (23)

(d)(2)(iii)		Amendment No. 2 to Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of March 14, 2012, filed herewith.

(d)(3)(i)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) with Addendum, filed herewith.

(d)(3)(ii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund), filed herewith.

(d)(3)(iii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and EAM Investors, LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund), filed herewith.

(d)(3)(iv)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Eaton Vance Management (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) with Addendum, filed herewith.

(d)(3)(v)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Federated Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund), filed herewith.

(d)(3)(vi)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and RS Investment Management Co., LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund), filed herewith.

(d)(3)(vii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund), filed herewith.

(d)(3)(viii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Wasatch Advisors, Inc. (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund), filed herewith.

(d)(3)(ix)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund), filed herewith.

(d)(4)		Form of Delegation Agreement between Dalton, Greiner, Hartman, Maher & Co., LLC and Real Estate Management Services Group, LLC with respect to Active Portfolios Multi-Manager Small Cap Equity Fund, filed herewith.

(d)(5)		Form of Investment Management Services Agreement between Columbia Management Investment Advisers, LLC and the subsidiaries of Active Portfolios Multi-Manager Alternative Strategies Fund, filed herewith.

(e)		Distribution Agreement by and between Registrant and Columbia Management Investment Distributors, Inc. dated as of September 7, 2010. (18)

(f)		Not Applicable.

(g)(1)		Amended and Restated Master Custodian Agreement between Registrant and State Street Bank and Trust Company dated September 19, 2005. (3)

(g)(2)		Second Amended and Restated Master Global Custody Agreement between certain Funds and JP Morgan Chase Bank, N.A., dated March 7, 2011. (21)

(h)(1)(i)		Administrative Services Agreement by and between Registrant, the other parties listed on Schedule A and Columbia Management Investment Advisers, LLC dated as of May 1, 2010 with Schedule A dated May 1, 2010. (17)

(h)(1)(ii)		Amendment No. 1 to Administrative Services Agreement by and among Registrant, the other parties listed on Schedule A and Columbia Management Investment Advisers, LLC dated as of February 28, 2011. (25)

(h)(1)(iii)		Amendment No. 2 to Administrative Services Agreement by and among Registrant, the other parties listed on Schedule A thereto and Columbia Management Investment Advisers, LLC dated as of March 14, 2012, filed herewith.

(h)(2)(i)		Financial Reporting Services Agreement between Registrant, the other parties listed on Schedule A, Columbia Management Advisors, LLC and State Street Bank and Trust Company dated December 15, 2006 with Schedule A dated May 5, 2008. (8)

(h)(2)(ii)		Amendment to Financial Reporting Services Agreement between Registrant, the other parties listed on Schedule A, Columbia Management Advisors, LLC and State Street Bank and Trust Company dated as of June 29, 2007 with Schedule A dated as of June 29, 2007. (12)

(h)(2)(iii)		Amendment to Financial Reporting Services Agreement by and among Registrant, Columbia Management Advisors, LLC, State Street Bank and Trust Company, and Columbia Management Investment Advisers, LLC dated as of April 30, 2010, with Schedule A dated as of May 1, 2010. (17)

(h)(3)(i)		Accounting Services Agreement between Registrant, the other parties listed on Schedule A, Columbia Management Advisors, LLC and State Street Bank and Trust Company dated as of December 15, 2006 with Schedule A dated May 5, 2008. (8)

(h)(3)(ii)		Amendment to Accounting Services Agreement between Registrant, the other parties listed on Schedule A, Columbia Management Advisors, LLC and State Street Bank and Trust Company dated as of June 29, 2007 with Schedule A dated as of June 29, 2007. (12)


(h)(3)(iii)		Amendment to Accounting Services Agreement by and among Registrant, Columbia Management Advisors, LLC, State Street Bank and Trust Company, and Columbia Management Investment Advisers, LLC dated as of April 30, 2010, with Schedule A dated as of May 1, 2010. (17)

(h)(4)(i)		Transfer and Dividend Disbursing Agent Agreement by and between Registrant and Columbia Management Investment Services Corp. dated as of September 7, 2010 with Schedule A dated as of September 7, 2010. (18)

(h)(4)(ii)		Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp. dated as of May 24, 2011 with Schedule A dated as of May 24, 2011. (23)

(h)(4)(iii)		Restated Schedule A and Schedule B as of March 14, 2012 to Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between the Registrant and Columbia Management Investment Services Corp. dated as of May 24, 2011, filed herewith.

(h)(5)		Amended and Restated Credit Agreement dated as of October 19, 2006 by and among Registrant and certain other trusts party thereto, on behalf of certain of their series listed on Schedule A thereto, Columbia Fund Series Trust, Columbia Funds Master Investment Trust, Columbia Funds Variable Insurance Trust I and Banc of America Funds Trust, on behalf of certain of their series listed on Schedule B thereto, Lloyds TSB Bank plc, Société Générale, New York Branch, Banco Bilbao Vizcaya Argentaria S.A., State Street Bank and Trust Company, individually, State Street Bank and Trust Company, as administrative agent for each of the banks party thereto, and State Street Bank and Trust Company, as operations agent for each of the banks party thereto. (4)

(h)(6)		Amendment Agreement No. 1 and Instrument of Adherence dated as of October 18, 2007 by and among Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust I, Banc of America Funds Trust, Excelsior Funds, Inc., Excelsior Funds Trust and Excelsior Tax-Exempt Funds, Inc., Registrant, Columbia Funds Institutional Trust and Columbia Funds Variable Insurance Trust, the banks party thereto, State Street Bank and Trust Company, as operations agent for itself and the banks party thereto, and State Street Bank and Trust Company, as administrative agent for itself and the banks party thereto. (4)



(h)(7)		Amendment Agreement No. 2 dated as of February 28, 2008 by and among the Registrant, Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust I, Columbia Funds Institutional Trust, Columbia Funds Variable Insurance Trust, Banc of America Funds Trust, Excelsior Funds, Inc., Excelsior Funds Trust, and Excelsior Tax-Exempt Funds, Inc., the banks party thereto, and State Street Bank and Trust Company, as operations agent for itself and the banks party thereto, and State Street Bank and Trust Company, as administrative agent for itself and the banks party thereto. (7)

(h)(8)		Form of Indemnification Agreement. (2)

(h)(9)		Amendment Agreement No. 3, dated March 31, 2008, to the Limited Waiver and Limited Consent, by and among the Registrant, Columbia Funds Variable Insurance Trust, Columbia Funds Institutional Trust, Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust I and Banc of America Funds Trust, on behalf of each of their respective series listed on Schedule 2 and State Street Bank and Trust Company, individually, as operations agent and as administrative agent. (11)

(h)(10)		Amendment Agreement No. 4, dated October 16, 2008, to the Limited Waiver and Limited Consent, by and among the Registrant, Columbia Funds Variable Insurance Trust, Columbia Funds Institutional Trust, Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust I and Banc of America Funds Trust, on behalf of each of their respective series listed on Schedule 2 and State Street Bank and Trust Company, individually, as operations agent and as administrative agent. (10)


(h)(11)		Amendment Agreement No. 5 and Limited Consent, dated as of June 1, 2009, by and among the Registrant, Columbia Funds Variable Insurance Trust, Columbia Funds Institutional Trust, Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust I, Banc of America Funds Trust, each on behalf of each of its respective series listed on Schedule 2 thereto and State Street Bank and Trust Company, individually, as operations agent and as administrative agent. (13)

(h)(12)		Amendment Agreement No. 6, dated as of October 15, 2009, by and among the Registrant, Columbia Funds Variable Insurance Trust, Columbia Funds Institutional Trust, Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust I, Columbia Funds Series Trust II, each on behalf of each of its respective series listed on Schedule 2 thereto and State Street Bank and Trust Company, individually, as operations agent and as administrative agent. (14)

(h)(13)		Plan Administration Services Agreement, dated as of September 7, 2010, by and among the Registrant, Columbia Funds Series Trust and Columbia Management Investment Services Corp. (18)

(h)(14)		Amendment Agreement No. 7, dated as of October 14, 2010, by and among the Registrant, Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust, Columbia Funds Series Trust II, Columbia Funds Variable Insurance Trust I, each on behalf of its respective series listed on Schedule 2 attached thereto and State Street Bank and Trust Company, individually, as operations agent and as administrative agent. (19)

(h)(15)(i)		Fee Waiver and Expense Cap Agreement between Registrant and Columbia Management Investment Advisers, LLC dated February 28, 2011. (23)

(h)(16)(ii)		Amended and Restated Fee Waiver and Expense Cap Agreement between Registrant and Columbia Management Investment Advisers, LLC dated June 1, 2011. (23)

(h)(17)		Form of Administrative Services Agreement between Columbia Management Investment Advisers, LLC and the subsidiaries of Active Portfolios Multi-Manager Alternative Strategies Fund, filed herewith.

(i)(1)		Opinion of Counsel of Ropes & Gray LLP. (1)

(i)(2)		Opinion of Counsel of Ropes & Gray LLP. (6)

(i)(3)		Opinion of Counsel of Ropes & Gray LLP. (11)

(i)(4)		Opinion of Counsel of Ropes & Gray LLP. (15)

(i)(5)		Opinion of Counsel of Ropes & Gray LLP, filed herewith.

(j)(1)		Consent of Morningstar, Inc. (5)

(j)(2)		Consent of PricewaterhouseCoopers LLP with respect to Active Portfolios Multi-Manager Alternative Strategies Fund, Active Portfolios Multi-Manager Core Plus Bond Fund, Columbia Active Portfolios – Select Large Cap Growth Fund and Active Portfolios Multi-Manager Small Cap Equity Fund, filed herewith.

(k)		Not Applicable.

(l)		Not Applicable.

(m)(1)		Amended and Restated Distribution Plan, filed herewith.

(m)(2)		Amended and Restated Shareholder Servicing Plan for certain Fund share classes of the Registrant, filed herewith.

(m)(3)		Amended and Restated Shareholder Services Plan for Registrant’s Class T shares. (20)

(m)(4)		Shareholder Servicing Plan Implementation Agreement for certain Fund share classes of the Registrant between the Registrant, Columbia Funds Series Trust, Columbia Funds Series Trust II and Columbia Management Investment Distributors, Inc. (20)

(m)(5)		Shareholder Servicing Plan Implementation Agreement for Registrant’s Class T shares between the Registrant and Columbia Management Investment Distributors, Inc. (20)

(m)(6)		Restated Schedule I to Shareholder Servicing Plan Implementation Agreement, filed herewith.

(n)		Amended and Restated Rule 18f-3 Multi-Class Plan, filed herewith.

(p)(1)		Columbia Funds Family Code of Ethics. (21)

(p)(2)		Code of Ethics of Columbia Management Investment Advisers, LLC and Columbia Management Investment Distributors, Inc. dated May 1, 2010. (21)

(p)(3)		Code of Ethics of AQR Capital Management, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund), filed herewith.

(p)(4)		Code of Ethics of Dalton, Greiner, Hartman, Maher & Co., LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund) dated April 16, 2010, filed herewith.

(p)(5)		Code of Ethics and Standards of Business Conduct of EAM Investors, LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund), filed herewith.

(p)(6)		Code of Ethics of Eaton Vance Management (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) effective July 15, 2011, filed herewith.

(p)(7)		Code of Ethics for Access Persons of Federated Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund) effective September 16, 2011, filed herewith.

(p)(8)		Code of Ethics of RS Investment Management Co. LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund) effective May 13, 2009, filed herewith.

(p)(9)		Code of Ethics of TCW Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund) dated April 11, 2011, filed herewith.

(p)(10)		Code of Ethics of Wasatch Advisors, Inc. (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) effective November 9, 2011, filed herewith.

(p)(11)		Code of Ethics of Water Island Capital, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) effective February 1, 2012, filed herewith.

(p)(12)		Code of Ethics of Real Estate Management Services Group, LLC, filed herewith.

(q)(1)		Power of Attorney for Rodman L. Drake, Douglas A. Hacker, Janet Langford Kelly, William E. Mayer, Charles R. Nelson, John J. Neuhauser, Patrick J. Simpson and Anne-Lee Verville, dated May 1, 2010. (17)

(q)(2)		Power of Attorney for Joseph F. DiMaria, dated May 1, 2010. (17)



(q)(3)		Power of Attorney for Michael G. Clarke, dated May 1, 2010. (17)

(q)(4)		Power of Attorney for J. Kevin Connaughton, dated May 1, 2010. (17)

(q)(5)		Power of Attorney for David M. Moffett, dated May 1, 2011. (22)

(q)(6)		Power of Attorney for Nancy T. Lukitsh, dated August 24, 2011. (24)

(q)(7)		Power of Attorney for William F. Truscott, dated March 9, 2012, filed herewith

1.	Incorporated by reference to Post-Effective Amendment No. 40 to the Registration Statement of the Registrant on Form N-1A, filed on or about September 16, 2005.

2.	Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement of the Registrant on Form N-1A, filed on or about March 24, 2006.

3.	Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement of the Registrant on Form N-1A, filed on or about March 29, 2007.

4.	Incorporated by reference to the Registration Statement of the Registrant on Form N-14 (File No. 333-148106), filed on or about December 17, 2007.

5.	Incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement of the Registrant on Form N-1A, filed on or about August 30, 1996.

6.	Incorporated by reference to Post-Effective Amendment No. 68 to the Registration Statement of the Registrant on Form N-1A, filed on or about January 16, 2008.

7.	Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement of the Registrant on Form N-1A, filed on or about March 28, 2008.

8.	Incorporated by reference to Post-Effective Amendment No. 75 to the Registration Statement of the Registrant on Form N-1A, filed on or about July 29, 2008.

9.	Incorporated by reference to Post-Effective Amendment No. 79 to the Registration Statement of the Registrant on Form N-1A, filed on or about September 25, 2008.

10.	Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement of the Registrant on Form N-1A, filed on or about October 27, 2008.

11.	Incorporated by reference to Post-Effective Amendment No. 81 to the Registration Statement of the Registrant on Form N-1A, filed on or about November 25, 2008.

12.	Incorporated by reference to Post-Effective Amendment No. 88 to the Registration Statement of the Registrant on Form N-1A, filed on or about July 29, 2009.

13.	Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement of the Registrant on Form N-1A, filed on or about August 28, 2009.

14.	Incorporated by reference to Post-Effective Amendment No. 94 to the Registration Statement of the Registrant on Form N-1A, filed on or about October 28, 2009.

15.	Incorporated by reference to Post-Effective Amendment No. 95 to the Registration Statement of the Registrant on Form N-1A, filed on or about November 20, 2009.

16.	Incorporated by reference to Post-Effective Amendment No. 98 to the Registration Statement of the Registrant on Form N-1A, filed on or about December 29, 2009.

17.	Incorporated by reference to Post-Effective Amendment No. 105 to the Registration Statement of the Registrant on Form N-1A, filed on or about May 28, 2010.

18.	Incorporated by reference to Post-Effective Amendment No. 111 to the Registration Statement of the Registrant on Form N-1A, filed on or about September 27, 2010.

19.	Incorporated by reference to Post-Effective Amendment No. 112 to the Registration Statement of the Registrant on Form N-1A, filed on or about October 28, 2010.

20.	Incorporated by reference to Post-Effective Amendment No. 113 to the Registration Statement of the Registrant on Form N-1A, filed on or about November 24, 2010.

21.	Incorporated by reference to Post-Effective Amendment No. 124 to the Registration Statement of the Registrant on Form N-1A, filed on or about April 29, 2011.

22.	Incorporated by reference to Post-Effective Amendment No. 125 to the Registration Statement of the Registrant on Form N-1A, filed on or about May 19, 2011.

23.	Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement of the Registrant on Form N-14 (333-170367), filed on or about July 22, 2011.

24.	Incorporated by reference to Post-Effective Amendment No. 128 to the Registration Statement of the Registrant on Form N-1A, filed on or about August 31, 2011.

25.	Incorporated by reference to Post-Effective Amendment No. 139 to the Registration Statement of the Registrant on Form N-1A, filed on or about January 27, 2012.

Item 29.

Persons Controlled by or under Common Control with Registrant

None

Item 30.

Indemnification

Article Five of the Bylaws of Registrant (“Article Five”) provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof, and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and may indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are employees or officers of any investment adviser to Registrant or any affiliated person thereof (“Covered Persons”) under specified circumstances.

Section 17(h) of the Investment Company Act of 1940 (“1940 Act”) provides that neither the Agreement and Declaration of Trust nor the Bylaws of Registrant, nor any other instrument pursuant to which Registrant is organized or administered, shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. In accordance with Section 17(h) of the 1940 Act, Article Five shall not protect any person against any liability to Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. To the extent required under the 1940 Act, (i) Article Five does not protect any person against any liability to Registrant or to its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office; (ii) in the absence of a final decision on the merits by a court or other body before whom a proceeding was brought that a Covered Person was not liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office, no indemnification is permitted under Article Five unless a determination that such person was not so liable is made on behalf of Registrant by (a) the vote of a majority of the trustees who are neither “interested persons” of Registrant, as defined in Section 2(a)(19) of the 1940 Act, nor parties to the proceeding (“disinterested, non-party trustees”), or (b) an independent legal counsel as expressed in a written opinion; and (iii) Registrant will not advance attorneys’ fees or other expenses incurred by a Covered Person in connection with a civil or criminal action, suit or proceeding unless Registrant receives an undertaking by or on behalf of the Covered Person to repay the advance (unless it is ultimately determined that he is entitled to indemnification) and (a) the Covered Person provides security for his undertaking, or (b) Registrant is insured against losses arising by reason of any lawful advances, or (c) a majority of the disinterested, non-party trustees of Registrant or an independent legal counsel as expressed in a written opinion, determine, based on a review of readily-available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

Any approval of indemnification pursuant to Article Five does not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with Article Five as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person’s action was in, or not opposed to, the best interests of Registrant or to have been liable to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

Article Five also provides that its indemnification provisions are not exclusive. Registrant has also entered into Indemnification Agreements with each of its trustees and its chief compliance officer, a copy of which has been filed as an exhibit to this registration statement, establishing certain procedures with respect to the indemnification described above.

Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.

Item 31.

Business and Other Connections of Investment Adviser

To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (the Investment Manager), the Registrant’s investment adviser, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.

(a)

The Investment Manager, a wholly-owned subsidiary of Ameriprise Financial, Inc. performs investment advisory services for the Registrant and certain other clients. Information regarding the business of the Investment Manager and certain of its officers is set forth in the Prospectuses and Statements of Additional Information of the

Registrant’s portfolios and is incorporated herein by reference. Information about the business of the Investment Manager and the directors and principal executive officers of the Investment Manager is also included in the Form ADV filed by the Investment Manager (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with the Investment Manager, certain directors and officers of the Investment Manager also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. Prior to May 1, 2010, when Ameriprise Financial, Inc. acquired the long-term asset management business of Columbia Management Group, LLC from Bank of America, N.A., certain current directors and officers of the Investment Manager held various positions with, and engaged in business for, Columbia Management Group, LLC or other direct or indirect subsidiaries of Bank of America Corporation.

Item 32.

Principal Underwriter

(a)

Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant:

Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Series Trust II; Columbia Funds Variable Insurance Trust; Columbia Funds Variable Insurance Trust I; Wanger Advisors Trust. Columbia Management Investment Distributors, Inc. acts as placement agent for Columbia Funds Master Investment Trust, LLC.

(b)

As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.

Name and Principal

Business Address*

Position and Offices

with Principal

Underwriter

Positions and

Offices with

Registrant

William F. “Ted” Truscott

Director (Chairman)

Trustee and Senior Vice President


Beth Ann Brown	Director; Senior Vice President	None

Amy Unckless	Director; President and Chief Administrative Officer	None

Jeffrey F. Peters	Senior Vice President	None

Dave K. Stewart	Chief Financial Officer	None

Scott R. Plummer	Vice President, Chief Counsel and Assistant Secretary	Senior Vice President, Chief Legal Officer and Assistant Secretary

Stephen O. Buff	Vice President, Chief Compliance Officer	None

Christopher Thompson	Senior Vice President and Head of Investment Products and Marketing	None

Brian Walsh	Vice President, Strategic Relations	None

Frank Kimball	Vice President, Asset Management Distribution Operations and Governance	None

Thomas R. Moore	Secretary	None

Michael E. DeFao	Vice President and Assistant Secretary	Vice President and Assistant Secretary

Paul Goucher	Vice President and Assistant Secretary	Vice President and Assistant Secretary

Tara Tilbury	Vice President and Assistant Secretary	Assistant Secretary

Nancy W. LeDonne	Vice President and Assistant Secretary	None

Ryan C. Larrenaga	Vice President and Assistant Secretary	Assistant Secretary

Joseph L. D’Alessandro	Vice President and Assistant Secretary	Assistant Secretary


Christopher O. Petersen	Vice President and Assistant Secretary	Vice President and Secretary

Eric T. Brandt	Vice President and Assistant Secretary	None

James L. Hamalainen	Treasurer	None

Tara Dziengel	Anti-Money Laundering Officer and Identity Theft Prevention Officer	Money Laundering Prevention Officer

Kevin Wasp	Ombudsman	None

Lee Faria	Conflicts Officer	None

*	c/o Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA 02110

(c)

Not applicable.

Item 33.

Location of Accounts and Records

Person maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:

•

Registrant, 225 Franklin Street, Boston MA, 02110;

•

Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston MA, 02110;

•

Registrant’s former subadviser, Nordea Investment Management North America, Inc., 437 Madison Avenue, New York, NY 10022;

•

Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston MA, 02110;

•

Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston MA, 02110; and

•

Registrant’s custodians, State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, MA 02111 and JP Morgan Chase Bank, N.A., 1 Chase Manhattan Plaza 19 ^th Floor, New York, NY 10005.

In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.

Item 34.

Management Services

Not Applicable

Item 35.

Undertakings

Not Applicable

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Columbia Funds Series Trust I, certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 14th day of March, 2012.


COLUMBIA FUNDS SERIES TRUST I

By:		/s/ J. Kevin Connaughton
Name:		J. Kevin Connaughton
Title:		President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:


SIGNATURES	TITLE	DATE

/s/ J. Kevin Connaughton	President	March 14, 2012
J. Kevin Connaughton	(Principal Executive Officer)

/s/ Michael G. Clarke	Chief Financial Officer	March 14, 2012
Michael G. Clarke	(Principal Financial Officer)

/s/ Joseph F. DiMaria	Chief Accounting Officer	March 14, 2012
Joseph F. DiMaria	(Principal Accounting Officer)

RODMAN L. DRAKE*	Trustee	March 14, 2012
Rodman L. Drake

DOUGLAS A. HACKER*	Trustee	March 14, 2012
Douglas A. Hacker

JANET LANGFORD KELLY*	Trustee	March 14, 2012
Janet Langford Kelly

NANCY T. LUKITSH*	Trustee	March 14, 2012
Nancy T. Lukitsh

WILLIAM E. MAYER*	Trustee	March 14, 2012
William E. Mayer

DAVID M. MOFFETT*	Trustee	March 14, 2012
David M. Moffett


CHARLES R. NELSON*	Trustee	March 14, 2012
Charles R. Nelson

JOHN J. NEUHAUSER*	Trustee	March 14, 2012
John J. Neuhauser

PATRICK J. SIMPSON*	Trustee	March 14, 2012
Patrick J. Simpson

WILLIAM F. TRUSCOTT*	Trustee	March 14, 2012
William F. Truscott

ANNE-LEE VERVILLE*	Trustee	March 14, 2012
Anne-Lee Verville


*By:		/s/ Ryan C. Larrenaga
		Ryan C. Larrenaga**
		Attorney-in-Fact March 14, 2012

^**

Executed by Ryan C. Larrenaga on behalf of William F. Truscott pursuant to a Power of Attorney dated March 9, 2012 and filed herewith, on behalf of Nancy T. Lukitsh pursuant to a Power of Attorney dated August 24, 2011, and incorporated by reference to Post-Effective Amendment No. 128 to the Registration Statement of the Registrant on Form N-1A, filed with the Commission on August 31, 2011, on behalf of David M. Moffett pursuant to a Power of Attorney dated May 1, 2011 and incorporated by reference to Post-Effective Amendment No. 125 to the Registration Statement of the Registrant on Form N-1A, filed with the Commission on May 19, 2011, and on behalf of each of the other Trustees pursuant to a Power of Attorney dated May 1, 2010 and incorporated by reference to Post-Effective Amendment No. 105 to the Registration Statement of the Registrant on Form N-1A, filed with the Commission on May 28, 2010.

SIGNATURES

ASGM Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASGM Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, on the 14th day of March, 2012.


ASGM OFFSHORE FUND, LTD.

By		/s/ J. Kevin Connaughton
		J. Kevin Connaughton
		President, Principal Executive Officer and Director

This Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASGM Offshore Fund, Ltd., has been signed below by the following persons in the capacities and on the date indicated:


SIGNATURES	TITLE	DATE

/s/ J. Kevin Connaughton	Director, ASGM Offshore Fund, Ltd.	March 14, 2012
J. Kevin Connaughton

/s/ Michael G. Clarke	Director, ASGM Offshore Fund, Ltd.	March 14, 2012
Michael G. Clarke

/s/ Christopher C. Thompson	Director, ASGM Offshore Fund, Ltd.	March 14, 2012
Christopher C. Thompson

SIGNATURES

ASMF Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASMF Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, on the 14th day of March, 2012.


ASMF OFFSHORE FUND, LTD.

By		/s/ J. Kevin Connaughton
		J. Kevin Connaughton
		President, Principal Executive Officer and Director

This Amendment to the Registration Statement for Active Portfolios Multi-Manager Alternative Strategies Fund, with respect only to information that specifically relates to ASMF Offshore Fund, Ltd., has been signed below by the following persons in the capacities and on the date indicated:


SIGNATURES	TITLE	DATE

/s/ J. Kevin Connaughton	Director, ASMF Offshore Fund, Ltd.	March 14, 2012
J. Kevin Connaughton

/s/ Michael G. Clarke	Director, ASMF Offshore Fund, Ltd.	March 14, 2012
Michael G. Clarke

/s/ Christopher C. Thompson	Director, ASMF Offshore Fund, Ltd.	March 14, 2012
Christopher C. Thompson

EXHIBIT INDEX


Exhibit No.		Description

(d)(2)(iii)		Amendment No. 2 to Investment Management Services Agreement by and between Columbia Management Investment Advisers, LLC and Registrant, dated as of March 14, 2012

(d)(3)(i)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and AQR Capital Management, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) with Addendum

(d)(3)(ii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Dalton, Greiner, Hartman, Maher & Co., LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund)

(d)(3)(iii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and EAM Investors, LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund)

(d)(3)(iv)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Eaton Vance Management (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) with Addendum

(d)(3)(v)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Federated Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund)

(d)(3)(vi)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and RS Investment Management Co., LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund)

(d)(3)(vii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and TCW Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund)

(d)(3)(viii)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Wasatch Advisors, Inc. (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund)

(d)(3)(ix)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC and Water Island Capital, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund)

(d)(4)		Form of Delegation Agreement between Dalton, Greiner, Hartman, Maher & Co., LLC and Real Estate Management Services Group, LLC with respect to Active Portfolios Multi-Manager Small Cap Equity Fund

(d)(5)		Form of Investment Management Services Agreement between Columbia Management Investment Advisers, LLC and the subsidiaries of Active Portfolios Multi-Manager Alternative Strategies Fund

(h)(1)(iii)		Amendment No. 2 to Administrative Services Agreement by and among Registrant, the other parties listed on Schedule A thereto and Columbia Management Investment Services, LLC dated as of March 14, 2012

(h)(4)(iii)		Restated Schedule A and Schedule B to Amended and Restated Transfer and Dividend Disbursing Agent Agreement by and between Registrant and Columbia Management Investment Services Corp. dated as of May 24, 2011

(h)(17)		Form of Administrative Services Agreement between Columbia Management Investment Advisers, LLC and the subsidiaries of Active Portfolios Multi-Manager Alternative Strategies Fund

(i)(5)		Opinion of Ropes & Gray LLP

(j)(2)		Consent of PricewaterhouseCoopers LLP with respect to Active Portfolios Multi-Manager Alternative Strategies Fund, Active Portfolios Multi-Manager Core Plus Bond Fund, Columbia Active Portfolios – Select Large Cap Growth Fund and Active Portfolios Multi-Manager Small Cap Equity Fund

(m)(1)		Amended and Restated Distribution Plan



(m)(2)		Amended and Restated Shareholder Servicing Plan

(m)(6)		Restated Schedule I to Amended and Restated Shareholder Servicing Plan Implementation Agreement

(n)		Amended and Restated Rule 18f-3 Multi-Class Plan

(p)(3)		Code of Ethics of AQR Capital Management, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund)

(p)(4)		Code of Ethics of Dalton, Greiner, Hartman, Maher & Co., LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund) dated April 16, 2010

(p)(5)		Code of Ethics and Standards of Business Conduct of EAM Investors, LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund)

(p)(6)		Code of Ethics of Eaton Vance Management (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) effective July 15, 2011

(p)(7)		Code of Ethics for Access Persons of Federated Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund, effective September 16, 2011

(p)(8)		Code of Ethics of RS Investment Management Co., LLC (a subadviser of Active Portfolios Multi-Manager Small Cap Equity Fund) effective May 13, 2009

(p)(9)		Code of Ethics of TCW Investment Management Company (a subadviser of Active Portfolios Multi-Manager Core Plus Bond Fund) dated April 11, 2011

(p)(10)		Code of Ethics of Wasatch Advisors, Inc. (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) effective November 9, 2011

(p)(11)		Code of Ethics of Water Island Capital, LLC (a subadviser of Active Portfolios Multi-Manager Alternative Strategies Fund) effective February 1, 2012

(p)(12)		Code of Ethics of Real Estate Management Services Group, LLC

(q)(7)		Power of Attorney for William F. Truscott, dated March 9, 2012

AMENDMENT NO. 2 TO

INVESTMENT MANAGEMENT SERVICES AGREEMENT

THIS AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT SERVICES AGREEMENT, dated as of March 14, 2012 (this “Amendment”), by and among Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and Columbia Funds Series Trust I (the “Registrant”), a Massachusetts business trust, on behalf of its underlying series listed in Schedule A to the Investment Management Services Agreement, dated as of May 1, 2010, as amended from time to time (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Agreement.

WHEREAS, the parties wish to modify Schedule A to add new series of the Registrant and to restate the fee rates currently in effect;

NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECTION 1. AMENDMENT

1.1

Schedule A . Effective as of the date hereof, Schedule A to the Agreement shall be replaced with Schedule A hereto.

SECTION 2. MISCELLANEOUS.

2.1.

Execution in Counterparts . This Amendment may be executed by the parties hereto in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

2.2.

Governing Law . This Amendment shall be governed by the internal laws, and not by the laws regarding conflicts of laws, of the Commonwealth of Massachusetts. Each party hereby submits to the exclusive jurisdiction of the courts of such state, and waives any objection to venue with respect to actions brought in such courts.

2.3.

Successors and Assigns . This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

2.4.

Notice . This Amendment is executed by an officer of the Registrant, as an officer and not individually, and the obligations of this Amendment with respect to the Funds shall be binding upon the assets and properties of the Funds only and shall not be binding upon any of the trustees, officers, employees, agents or shareholders of the Funds individually.

(Signature Page Follows)

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.


COLUMBIA FUNDS SERIES TRUST I

By:		/s/ Michael G. Clarke
Name:		Michael G. Clarke
Title:		Chief Financial Officer

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:		/s/ J. Kevin Connaughton
Name:		J. Kevin Connaughton
Title:		Managing Director

Schedule A

Effective as of March 14, 2012,


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾
Active Portfolios Multi-Manager Alternative Strategies Fund ⁽²⁾	$0 - $500		1.020	%
	>$500 - $1,000		0.975	%
	>$1,000 - $3,000		0.950	%
	>$3,000 - $6,000		0.930	%
	>$6,000		0.900	%

Active Portfolios Multi-Manager Core Plus Bond Fund	$0 - $1,000		0.430	%
	>$1,000 - $2,000		0.420	%
	>$2,000 - $6,000		0.400	%
	>$6,000 - $7,500		0.380	%
	>$7,500 - $9,000		0.365	%
	>$9,000 - $12,000		0.360	%
	>$12,000 - $20,000		0.350	%
	>$20,000 - $24,000		0.340	%
	>$24,000 - $50,000		0.320	%
	>$50,000		0.300	%

Active Portfolios Multi-Manager Small Cap Equity Fund	$0 - $250		0.900	%
	>$250 - $500		0.850	%
	>$500		0.800	%

Columbia Active Portfolios – Select Large Cap Growth Fund	$0 - $500		0.710	%
	>$500 - $1,000		0.665	%
	>$1,000 - $1,500		0.620	%
	>$1,500 - $3,000		0.570	%
	>$3,000 - $6,000		0.560	%
	>$6,000		0.540	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾
Columbia Balanced Fund	$0 - $500		0.660	%
	>$500 - $1,000		0.615	%
	>$1,000 - $1,500		0.570	%
	>$1,500 - $3,000		0.520	%
	>$3,000 - $6,000		0.510	%
	>$6,000		0.490	%

Columbia Bond Fund	$0 - $1,000		0.430	%
	>$1,000 - $2,000		0.420	%
	>$2,000 - $6,000		0.400	%
	>$6,000 - $7,500		0.380	%
	>$7,500 - $9,000		0.365	%
	>$9,000 - $12,000		0.360	%
	>$12,000 - $20,000		0.350	%
	>$20,000 - $24,000		0.340	%
	>$24,000 - $50,000		0.320	%
	>$50,000		0.300	%

Columbia California Tax-Exempt Fund	$0 - $500		0.400	%
	>$500 - $1,000		0.350	%
	>$1,000 - $3,000		0.320	%
	>$3,000 - $6,000		0.290	%
	>$6,000 - $7,500		0.280	%
	>$7,500		0.270	%

Columbia Connecticut Intermediate Municipal Bond Fund	$0 - $500		0.400	%
	>$500 - $1,000		0.350	%
	>$1,000 - $3,000		0.320	%
	>$3,000 - $6,000		0.290	%
	>$6,000 - $7,500		0.280	%
	>$7,500		0.270	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾

Columbia Connecticut Tax-Exempt Fund	$0 - $500		0.400	%
	$500 - $1,000		0.350	%
	$1,000 - $3,000		0.320	%
	$3,000 - $6,000		0.290	%
	$6,000 - $7,500		0.280	%
	>$7,500		0.270	%

Columbia Contrarian Core Fund	$0 - $500		0.710	%
	>$500 - $1,000		0.665	%
	>$1,000 - $1,500		0.620	%
	>$1,500 - $3,000		0.570	%
	>$3,000 - $6,000		0.560	%
	>$6,000		0.540	%

Columbia Corporate Income Fund	$0 - $1,000		0.430	%
	>$1,000 - $2,000		0.420	%
	>$2,000 - $6,000		0.400	%
	>$6,000 - $7,500		0.380	%
	>$7,500 - $9,000		0.365	%
	>$9,000 - $12,000		0.360	%
	>$12,000 - $20,000		0.350	%
	>$20,000 - $24,000		0.340	%
	>$24,000 - $50,000		0.320	%
	>$50,000		0.300	%

Columbia Dividend Income Fund	$0 - $500		0.660	%
	>$500 - $1,000		0.615	%
	>$1,000 - $1,500		0.570	%
	>$1,500 - $3,000		0.520	%
	>$3,000 - $6,000		0.510	%
	>$6,000		0.490	%

Columbia Emerging Markets Fund	$0 - $750		1.270	%
	>$750 - $1,000		1.125	%
	>$1,000 - $1,500		0.800	%
	>$1,500 - $3,000		0.750	%
	>$3,000 - $6,000		0.710	%
	>$6,000		0.660	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾

Columbia Energy and Natural Resources Fund	$0 - $1,000		0.690	%
	>$1,000 - $1,500		0.620	%
	>$1,500 - $3,000		0.570	%
	>$3,000 - $6,000		0.560	%
	>$6,000		0.540	%

Columbia Greater China Fund	$0 - $1,000		0.870	%
	>$1,000 - $1,500		0.800	%
	>$1,500 - $3,000		0.760	%
	>$3,000 - $6,000		0.720	%
	>$6,000		0.680	%

Columbia High Yield Municipal Fund	$0 - $1,000		0.470	%
	>$1,000 - $2,000		0.445	%
	>$2,000 - $3,000		0.420	%
	>$3,000 - $6,000		0.395	%
	>$6,000 - $7,500		0.370	%
	>$7,500 - $10,000		0.360	%
	>$10,000 - $15,000		0.350	%
	>$15,000 - $24,000		0.340	%
	>$24,000 - $50,000		0.320	%
	>$50,000		0.300	%

Columbia High Yield Opportunity Fund	$0 - $250		0.590	%
	>$250 - $500		0.575	%
	>$500 - $750		0.570	%
	>$750 - $1,000		0.560	%
	>$1,000 - $2,000		0.550	%
	>$2,000 - $3,000		0.540	%
	>$3,000 - $6,000		0.515	%
	>$6,000 - $7,500		0.490	%
	>$7,500 - $9,000		0.475	%
	>$9,000 - $10,000		0.450	%
	>$10,000 - $15,000		0.435	%
	>$15,000 - $20,000		0.425	%
	>$20,000 - $24,000		0.400	%
	>$24,000 - $50,000		0.385	%
	>$50,000		0.360	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾

Columbia Intermediate Bond Fund	$0 - $1,000		0.430	%
	>$1,000 - $2,000		0.420	%
	>$2,000 - $6,000		0.400	%
	>$6,000 - $7,500		0.380	%
	>$7,500 - $9,000		0.365	%
	>$9,000 - $12,000		0.360	%
	>$12,000 - $20,000		0.350	%
	>$20,000 - $24,000		0.340	%
	>$24,000 - $50,000		0.320	%
	>$50,000		0.300	%

Columbia Intermediate Municipal Bond Fund	$0 - $1,000		0.410	%
	>$1,000 - $2,000		0.385	%
	>$2,000 - $3,000		0.360	%
	>$3,000 - $6,000		0.335	%
	>$6,000 - $9,000		0.310	%
	>$9,000 - $10,000		0.300	%
	>$10,000 - $15,000		0.290	%
	>$15,000 - $24,000		0.280	%
	>$24,000 - $50,000		0.260	%
	>$50,000		0.250	%

Columbia International Bond Fund	$0 - $1,000		0.570	%
	>$1,000 - $2,000		0.525	%
	>$2,000 - $3,000		0.520	%
	>$3,000 - $6,000		0.515	%
	>$6,000 - $7,500		0.510	%
	>$7,500 - $12,000		0.500	%
	>$12,000 - $20,000		0.490	%
	>$20,000 - $50,000		0.480	%
	>$50,000		0.470	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾

Columbia Large Cap Growth Fund	$0 - $500		0.710	%
	>$500 - $1,000		0.665	%
	>$1,000 - $1,500		0.620	%
	>$1,500 - $3,000		0.570	%
	>$3,000 - $6,000		0.560	%
	>$6,000		0.540	%

Columbia Massachusetts Intermediate Municipal Bond Fund	$0 - $500		0.400	%
	>$500 - $1,000		0.350	%
	>$1,000 - $3,000		0.320	%
	>$3,000 - $6,000		0.290	%
	>$6,000 - $7,500		0.280	%
	>$7,500		0.270	%

Columbia Massachusetts Tax-Exempt Fund	$0 - $500		0.400	%
	>$500 - $1,000		0.350	%
	>$1,000 - $3,000		0.320	%
	>$3,000 - $6,000		0.290	%
	>$6,000 - $7,500		0.280	%
	>$7,500		0.270	%

Columbia Mid Cap Growth Fund	$0 - $500		0.760	%
	>$500 - $1,000		0.715	%
	>$1,000 - $1,500		0.670	%
	>$1,500		0.620	%

Columbia New York Intermediate Municipal Bond Fund	$0 - $500		0.400	%
	>$500 - $1,000		0.350	%
	>$1,000 - $3,000		0.320	%
	>$3,000 - $6,000		0.290	%
	>$6,000 - $7,500		0.280	%
	>$7,500		0.270	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾

Columbia New York Tax-Exempt Fund	$0 - $500		0.400	%
	>$500 - $1,000		0.350	%
	>$1,000 - $3,000		0.320	%
	>$3,000 - $6,000		0.290	%
	>$6,000 - $7,500		0.280	%
	>$7,500		0.270	%

Columbia Oregon Intermediate Municipal Bond Fund	$0 - $500		0.400	%
	>$500 - $1,000		0.350	%
	>$1,000 - $3,000		0.320	%
	>$3,000 - $6,000		0.290	%
	>$6,000 - $7,500		0.280	%
	>$7,500		0.270	%

Columbia Pacific/Asia Fund	$0 - $1,000		0.870	%
	>$1,000 - $1,500		0.800	%
	>$1,500 - $3,000		0.750	%
	>$3,000 - $6,000		0.710	%
	>$6,000		0.660	%

Columbia Real Estate Equity Fund	$0 - $1,000		0.690	%
	>$1,000 - $1,500		0.670	%
	>$1,500		0.620	%

Columbia Select Large Cap Growth Fund	$0 - $500		0.710	%
	>$500 - $1,000		0.665	%
	>$1,000 - $1,500		0.620	%
	>$1,500 - $3,000		0.570	%
	>$3,000 - $6,000		0.560	%
	>$6,000		0.540	%

Columbia Select Small Cap Fund	$0 - $500		0.790	%
	>$500 - $1,000		0.745	%
	>$1,000		0.700	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾
Columbia Small Cap Core Fund	$0 - $500		0.790	%
	>$500 - $1,000		0.745	%
	>$1,000		0.700	%

Columbia Small Cap Growth Fund I	$0 - $500		0.790	%
	>$500 - $1,000		0.745	%
	>$1,000		0.700	%

Columbia Small Cap Value Fund I	$0 - $500		0.790	%
	>$500 - $1,000		0.745	%
	>$1,000		0.700	%

Columbia Strategic Income Fund	$0 - $500		0.530	%
	>$500 - $1,000		0.525	%
	>$1,000 - $2,000		0.515	%
	>$2,000 - $3,000		0.495	%
	>$3,000 - $6,000		0.480	%
	>$6,000 - $7,500		0.455	%
	>$7,500 - $9,000		0.440	%
	>$9,000 - $10,000		0.431	%
	>$10,000 - $15,000		0.419	%
	>$15,000 - $20,000		0.409	%
	>$20,000 - $24,000		0.393	%
	>$24,000 - $50,000		0.374	%
	>$50,000		0.353	%

Columbia Strategic Investor Fund	$0 - $500		0.710	%
	>$500 - $1,000		0.665	%
	>$1,000 - $1,500		0.620	%
	>$1,500 - $3,000		0.570	%
	>$3,000 - $6,000		0.560	%
	>$6,000		0.540	%


*Fund*	*Assets* *(in Millions)*	*Rate of Fee* ⁽¹⁾
Columbia Tax-Exempt Fund	$0 - $1,000		0.410	%
	>$1,000 - $2,000		0.385	%
	>$2,000 - $3,000		0.360	%
	>$3,000 - $6,000		0.335	%
	>$6,000 - $9,000		0.310	%
	>$9,000 - $10,000		0.300	%
	>$10,000 - $15,000		0.290	%
	>$15,000 - $24,000		0.280	%
	>$24,000 - $50,000		0.260	%
	>$50,000		0.250	%

Columbia Technology Fund	$0 - $500		0.870	%
	>$500 - $1,000		0.820	%
	>$1,000		0.770	%

Columbia U.S. Treasury Index Fund	All Assets		0.100	%

Columbia Value and Restructuring Fund	$0 - $7,000		0.690	%
	>$7,000 - $8,000		0.650	%
	>$8,000 - $10,000		0.610	%
	>$10,000		0.540	%

(1)	Annual rates based on a percentage of the Fund’s average daily net assets.

(2)

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 investment management service fees paid to the Administrator by any Subsidiaries under separate investment management services agreements with the Subsidiaries.

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and AQR Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the Funds listed in Schedule A (collectively referred to as the “Fund”) are each a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager entered into an Investment Management Services Agreement (the “Advisory Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

Investment Limits . Subject to the provisions of Section 3 hereof, in the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s Prospectus and Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

(D)

Derivatives Authority. Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein, and is hereby appointed as the Fund’s agent and attorney in fact with authority to: (i) enter into agreements and execute any documents on behalf of the Fund (e.g. any futures or derivatives documentation such as exchange traded and over-the-counter transaction documentation, as applicable) required with respect to any investments made for the Fund. Such documentation includes but is not be limited to any market and/or industry standard documentation and the standard representations contained therein; (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, and (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect to the portfolio transactions entered into by Subadviser on behalf of the Fund. Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Fund’s Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser other than payment of the management fee provided for in this Agreement.

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports regarding the services provided under this Agreement as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any officers, Board members or employees of the Fund or Investment Manager at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s). As reasonably requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager, provided that such certifications relate to AQR’s duties and responsibilities under this Agreement. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d)

Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

(e)

Confidentiality . This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated July 12, 2011, entered into by Investment Manager and Subadviser.

applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties. Investment Manager acknowledges and agrees that the disclosure of portfolio holdings, net asset values, average cumulative or annual returns, risk exposures and standardized performance data by the Subadviser of other accounts or funds managed by Subadviser with similar investment strategies to that of the Fund are not in violation of this section, provided that the Fund is not identified by name.

(f)

Cooperation . As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, provided such cooperation does not cause Subadviser to breach any legal, tax or regulatory requirement applicable to Subadviser.

(g)

Notwithstanding any provision to the contrary contained in this Agreement, the Subadviser shall not be required to (i) fulfill any request made by the Investment Manager or Board for reports (including the format thereof) or information regarding the Fund and/or services provided under this Agreement unless Subadviser has been given a reasonable amount of time to compile such requested report or information (as applicable) and providing such information or reporting will not cause (A) the Subadviser to breach any legal, tax or regulatory requirement applicable to it; and/or (B) any loss, damage, liability or competitive disadvantage to any other fund or account managed by Subadviser with a similar investment strategy; and (ii) follow any instruction or direction provided to Subadviser by the Investment Manager or the Board, if following such instruction or direction will cause the Subadviser to breach any legal, tax or regulatory requirement applicable to it.

2.	Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and

shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) following any instruction or direction provided by the Investment Manager or Board, (iii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iv) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (v) registration of the Fund with any government or agency, (vi) administration of the plans and trusts investing in the Fund, (vii) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement, or (viii) any disclosure made, or material omission, in the Prospectus, SAI, marketing materials or other documentation of the Fund that is in contravention to any written comments provided by Subadviser with respect to the content of such Prospectus, SAI, marketing materials or other documentation.

Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser prior to the execution of this Agreement current copies and supplements or amendments thereto of each of the investment strategies, policies and objectives, the Prospectus and SAI pertaining to the Fund, and on an ongoing basis, will, with reasonable notice, advise Subadviser in writing of each change in the policies and procedures, investment policies and restrictions of the Fund before they become effective and will deliver to Subadviser all future amendments and supplements to the Prospectus and SAI prior to filing the same with the Securities and Exchange Commission, if any. Notwithstanding any provision to the contrary contained in this Agreement, the Subadviser will not be bound to follow any change in the investment policies, restrictions or procedures of the Fund or any amendment or Supplement to the Prospectus or SAI, (i) until Subadviser has received written notice of any such change from the Investment Manager or the Board, (ii) until it has been given a reasonable amount of time to implement such change, and (iii) if such change would cause the Subadviser to breach any legal, tax or regulatory requirements applicable to the Subadviser.

a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with (i) interest and taxes of the Fund; (ii) the purchase or sale of securities and other assets or financial instruments (including brokerage commissions, if any); and/or (iii) custodian fees and expenses, for the Fund. Subadviser shall not be obligated to pay the expenses of the Investment Manager or the Fund.

Expenses . Subject to the terms of Section 4 above, Subadviser shall bear all expenses incurred by it and its staff with respect to its activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management (except changes to the investment strategy, objectives or policies of the Fund that Investment Manager may require and that are agreed to by Subadviser or that Investment Manager and Subadviser mutually agree to, including but not limited to, the introduction of new investment instruments, but not as to investment process (i.e., buy/sell discipline)), or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager has a reasonable basis for not wishing to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund. The parties hereby agree that if, as a result of regulatory changes, an amendment or supplement to the Prospectus, SAI or any other regulatory documents is required in the reasonable opinion of the Investment Manager in order to modify disclosure regarding the investment style, strategies or management of the Fund, Subadviser shall not be required to pay for the costs related thereto.

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement in accordance with the 1940 Act and the rules and regulations thereunder, if a vote of shareholders to approve continuation of this Agreement is at that time reasonably deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser (that would act to terminate this Agreement in accordance with the 1940 Act and the rules and regulations thereunder) shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and will, as soon as reasonably practicable, furnish a copy of all amendments to Investment Manager (at least annually).

(d)

Subadviser will promptly notify Investment Manager of any changes in the managing member of Subadviser, the chief executive officer of Subadviser or the portfolio manager(s) that are identified in the Prospectus of the Fund, or if there is otherwise an actual change in control of Subadviser (as determined in accordance with the 1940 Act).

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information from shareholders or prospective shareholders, in disclosures required by applicable law, rule or regulation, or in responding to regulatory inquiries.

(c)

The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets.

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions or strategies in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund or any act or omission by Subadviser in good faith and believed by it to be authorized or within its discretion, rights or powers conferred by this Agreement or in accordance with specific directions or instructions from the Investment Manager or the officers or trustees of the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 and the Investment Manager has accepted all material (in the opinion of the Subadviser) comments from Subadviser regarding such disclosure; (iii) any violation of federal or state statutes or regulations by Subadviser and (iv) any material breach of the terms of this Agreement by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any negligent act or omission directly attributable to Subadviser which results directly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such action

or omission constitutes willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser for use therein, (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund, (iv) any material breach of the terms of this Agreement by Investment Manager, (v) Subadviser acting in accordance with any instruction or direction provided by the Investment Manager or the Board, or (vi) the actions or omissions of any other subadviser to the Fund.

(c)

under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld.

(d)

Under no circumstances shall any party hereto be liable to another for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

Subadviser’s Services Are Not Exclusive . The services of the Subadviser hereunder are not to be deemed exclusive and nothing in this Agreement shall limit or restrict the right of Subadviser or any of its affiliates, partners, officers, or employees to engage in any other business or to devote his or her time and attention to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other fund, account (including proprietary accounts), corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

The Investment Manager recognizes that from time to time directors, officers and employees of the Subadviser may serve as directors, trustees, partners, officers and employees of other funds (including other investment companies), corporations, business

trusts, partnerships or other entities and that such other entities may include the name “AQR” or any derivative or abbreviation thereof as part of their name, and that the Subadviser or its affiliates may enter into investment advisory, administration or other agreements with other entities and the other entities may include the name “AQR” or any derivative or abbreviation thereof as part of their names.

Upon termination of this Agreement for any reason, the Investment Manager shall within 60 days (i) cease and cause the Fund to cease all use of Subadviser’s name and AQR Marks, and (ii) take all necessary action to cause the Fund’s Prospectus, SAI, marketing materials and any other relevant documentation to be amended to accomplish a change of name and to reflect that the Subadviser no longer serves as subadviser to the Fund.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:


		AQR Capital Management, LLC Two Greenwich Plaza, 3 ^rd Floor Greenwich, CT 06830 Attn: Brendan Kalb, General Counsel
		Tel: 203-742-3618
		Fax: 203-742-3118

Investment Manager:


		Christopher Thompson Senior Vice President – Investment Products & Marketing 225 Franklin Street Boston, Massachusetts 02110
		Tel:		(617) 385-9525
		Fax:		(617) 385-9529

		with a copy to:


		Christopher O. Petersen Vice President and Chief Counsel Ameriprise Financial 50606 Ameriprise Financial Center Minneapolis, MN 55474
		Tel:		(612) 671-4321
		Fax:		(612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

Assignment . No assignment of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15.

Governing Law . This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18.

Interpretation . Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

The Subadviser’s, duties, obligations, responsibilities (including any liability or indemnification requirements related thereto) provided under this Agreement with respect to the Fund shall solely relate to that portion of the Fund’s assets allocated to the Subadviser by the Investment Manager in accordance with this Agreement.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.	Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by

this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

21.

Delegation . Subadviser may delegate some or all of its duties under this Agreement to affiliated or unaffiliated service providers and/or investment subadvisers (each a “Subadviser-Delegatee”); provided, however, that (i) Subadviser provides written notice to Investment Manager, (ii) any delegation of advisory duties is subject to and conditioned on the Fund Boards’ and/or Fund shareholder’s approval pursuant to Section 15 of the 1940 Act, (iii) no additional charges, fees or other compensation will be paid for such services, (iv) Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Fund’s registration statement relating to the Fund’s portfolio managers provided by Subadviser or any Subadviser-Delegatee, and (v) Subadviser always remains liable to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or any Subadviser-Delegatee. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser-Delegatee, as the context may require.

22.

Custodian . The Fund’s assets shall be maintained in the custody of its custodian. The Subadviser is authorized, as agent of the Fund, to give instructions to the custodian with respect to the assets of the Fund allocated to the Subadviser hereunder in order to carry out its duties under the terms of this Agreement, including, with respect to the delivery of securities and other investments and payments of cash for the account of the Fund. Any assets added to the Fund shall be delivered directly to such custodian. The Subadviser shall have no liability for the acts or omissions of any custodian of the Fund’s assets.

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


Columbia Management Investments Advisers, LLC		AQR Capital Management, LLC

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

For the combined assets of:

Active Portfolios Multi-Manager Alternative Strategies Fund, a series of Columbia Funds

Series Trust I – the AQR Sleeve – Managed Futures Strategy

Variable Portfolio-AQR Managed Futures Strategy Fund, a series of Columbia Funds

Variable Insurance Trust


Average Daily Net Assets		Rate
First $500 million
Next $200 million
Thereafter

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified funds.

Date: , 2012

ADDENDUM DATED [ ], 2012 TO THE

SUBADVISORY AGREEMENT

DATED [ ], 2012

This Addendum, dated as of [ ], 2012 (the “Addendum”), hereby supplements the attached Subadvisory Agreement (the “Subadvisory Agreement”), dated [MONTH/DAY, 2012], by and between Columbia Management Investment Advisers, LLC (“Investment Manager”), a Minnesota limited liability company, and AQR Capital Management, LLC, a limited liability company organized under the laws of Delaware (“Subadviser”), solely with respect to the Active Portfolios Multi-Manager Alternative Strategies Fund (the “Fund”), a series of Columbia Funds Series Trust I (the “Registrant”), as follows:

The parties hereto acknowledge that, with respect to the Fund, and in accordance with its prospectus and statement of additional information, as amended from time to time, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to ASMF Offshore Fund, Ltd. (referred to herein collectively as the “Subsidiary”). Subadviser is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets) pursuant to the applicable terms, conditions and obligations under the Subadvisory Agreement. Subadviser is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by Investment Manager) of the Fund to be invested in and through the Subsidiary. For purposes of this Addendum, all references in the Subadvisory Agreement to the “Fund” shall also refer to the Subsidiary, unless (i) the context dictates otherwise or (ii) applicable laws, rules, regulations and interpretive releases, official guidance or no-action letters related thereto allow for an alternate interpretation, in the reasonable opinion of Investment Manager, with respect to the Subsidiary. For the avoidance of doubt, the parties hereby agree that unless otherwise indicated in the prospectus or statement of additional information of the Fund or as otherwise mutually agreed upon in writing by Investment Manager and Subadviser (i) the assets of the Subsidiary should be treated as being held directly by the Fund for purposes of the Fund’s compliance with the 1940 Act, Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, as amended, any rules, regulations, interpretive releases, official guidance or no-action letters under any such acts or the Internal Revenue Code, or any other federal or state laws, rules and regulations referenced in the Subadvisory Agreement and (ii) the Subsidiary shall not be required, separate and apart from the Fund, to comply with requirements applicable to a registered investment company, except that the Subsidiary will comply with the requirements of Section 18f of the 1940 Act and rules and regulations promulgated thereunder with respect to asset segregation.

For the avoidance of doubt, Subadviser hereby agrees for purposes of Section 1 of the Subadvisory Agreement: “Subadviser’s Duties,” to treat the assets and liabilities of the Subsidiary as if they are held directly by the Fund, and, in addition, if required (as determined by the Fund’s Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment by the Fund. Further, for purposes of Section 4: “Compensation of Subadviser” of the Subadvisory Agreement, the parties hereto agree to treat the assets and liabilities of the Subsidiary as if they are held directly by the Fund (in lieu of the Fund’s

investment in the Subsidiary). Subadviser acknowledges that, at the direction of the Registrant’s Board of Trustees and the Board of Directors of the Subsidiary, the Investment Manager has retained Subadviser to serve as investment subadviser for the Subsidiary, and Subadviser, as a party to the Subadvisory Agreement, has agreed to manage the assets of the Subsidiary in accordance with the applicable terms of the Subadvisory Agreement.

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Dalton, Greiner, Hartman, Maher & Co., LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format

reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential

Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of

the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each

such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any

material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent

shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.	Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in

any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:







Fax:

with a copy to:





Tel:
Fax:

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110


Tel:		(617) 385-9525
Fax:		(617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474


Tel:		(612) 671-4321
Fax:		(612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.	Severability . Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

This Agreement and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

Authorization . Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

21.

Delegation . Subadviser may delegate some or all of its duties under this Agreement to affiliated or unaffiliated subadvisers (each a “Subadviser-Delegatee”); provided, however, that (i) Subadviser provides written notice to Investment Manager, (ii) any delegation of advisory duties is subject to and conditioned on the Fund Boards’ and/or Fund shareholder’s approval pursuant to Section 15 of the 1940 Act, (iii) no additional charges, fees or other compensation will be paid for such services, (iv) Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Fund’s registration statement relating to the Fund’s portfolio managers provided by Subadviser or any Subadviser-Delegatee, and (v) Subadviser always remains liable to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or any Subadviser-Delegatee. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser-Delegatee, as the context may require.

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


Columbia Management Investments Advisers, LLC		Dalton, Greiner, Hartman, Maher & Co., LLC

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Small Cap Equity Fund, a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
First $50 million
Next $50 million
Thereafter

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified fund.

Date: , 2012

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and EAM Investors, LLC, a California limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in

the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

be disclosed pursuant to a requirement of a governmental agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliates instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Derek J. Gaertner

Chief Operating Officer

2533 S. Coast Highway 101, Suite 240

Cardiff-by-the Sea, CA 92007

Tel: (760) 479-5075

Fax: (760) 633-1431

Montie Weisenberger

Portfolio Manager

2533 S. Coast Highway 101, Suite 240

Cardiff-by-the-Sea, CA 92007

Tel: (760) 479-5072

Fax: (760) 633-1431

with a copy to:

Frank P. Hurst

President, Managing Director of Marketing & Client Service

2533 S. Coast Highway 101, Suite 240

Cardiff-by-the-Sea, CA 92007

Tel: (760) 479-5082

Fax: (760) 633-1431

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110


Tel:		(617) 385-9525
Fax:		(617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474


Tel:		(612) 671-4321
Fax:		(612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

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


Columbia Management Investments Advisers, LLC		EAM Investors, LLC

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Small Cap Equity Fund, a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
First $100 million
Thereafter

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified fund.

Date: , 2012

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Eaton Vance Management, a Massachusetts business trust (“Subadviser”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no

obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s) . As reasonably requested by Investment Manager or the Board, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a mutually agreed upon format and shall (a) certify that to the best of Subadviser’s knowledge such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide in a mutually agreed upon format, as it may be amended from time to time (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the

Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program; and (iv) from time to time Subadviser shall provide such sub-certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated June 30, 2011, entered into by Investment Manager and Subadviser. Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the confidentiality of information supplied by the other party that is not otherwise in the public domain or previously known to the other party in connection with the performance of its duties and obligations hereunder, including the Confidential Information of the other party. As used herein, Confidential Information, means confidential and proprietary information of the Fund, Subadviser or Investment Manager that is received by one of the other parties in connection with this Agreement, including information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement (“Fund Portfolio Information”). Except as set forth in this

Agreement or otherwise required by law, each party will restrict access to the other party’s Confidential Information to those employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act of its own; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency, court order or law so long as the disclosing party provides (to the extent permitted under applicable law) the other party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties. All Confidential Information disclosed as required by a governmental agency, court order or law shall nonetheless continue to be deemed Confidential Information.

(f)

(g)

duty on Subadviser, or its trustees, officers, employees nor shareholders, to act or assume responsibility for any matters in their respective capacity as attorney-in-fact for the Fund and, with respect to actions taken by Subadviser in the capacity as attorney-in-fact. Investment Manager, on behalf of itself and the Fund, hereby ratifies and confirms as good and effectual, at law or in equity, all that Subadviser and its trustees, officers, employees and shareholders may do in the capacity as attorney-in-fact, subject, in any case, subject to Section 8 of this Agreement relating to Liability and Indemnification. Any person, partnership, corporation or other legal entity or natural person dealing with Subadviser in its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put on notice that Subadviser is acting solely in the capacity as an agent of the Fund and that any such person, partnership, corporation or other legal entity or natural person must look to the Fund for enforcement of any claim against the Fund or Subadviser. Subadviser has no personal liability for obligations of the Fund entered into by Subadviser pursuant to this Agreement in its capacity as attorney-in-fact. If requested by Subadviser, Investment Manager agrees to have the Fund execute and deliver to Subadviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to Subadviser and Investment Manager.

Investment Manager’s Duties . Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser as it relates to transactions for the Fund. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual written agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet in all material respects for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser and such censure relates to the Fund, may reasonably affect Subadviser’s management of the Fund or if such censure relates to one or more other registered investment companies managed or subadvised by Subadviser, such censure may reasonably affect Subadviser’s management of such other registered investment companies; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that Subadviser reasonably believes may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any material statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly (but in no event later than 60 days) will furnish a copy of its Form ADV II to Investment Manager on an annual basis.

(d)

7.	Representations/Acknowledgements of Investment Manager . Investment Manager represents and warrants as follows:

(a)

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

(f)

Investment Manager acknowledges that investment limitations and/or trading limitations or requirements imposed by the Investment Manager on the Subadviser’s management of the Fund, such as, but not limited to, the requirement that the Fund’s Custodian trade some or all foreign currency transactions in certain markets, will impact the composition and performance of the Fund as compared to other accounts managed by the same portfolio management team.

(g)

Investment Manager acknowledges that terminating the Fund will require derivatives positions to be unwound. Unwinding these derivatives positions without giving a significant amount of prior notice to the Subadviser could have a negative impact on the Fund and its performance.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, including any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (as defined below) shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that, subject to the provisions contained herein, nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser; provided, however, that the Fund and Investment Manager Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation sustained as a result of willful misfeasance, bad faith, gross negligence, or reckless disregard by the Fund, Investment Manager, or their respective affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act), of their duties under this Agreement or the Advisory Agreement, or violation of applicable law. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager or its designee that Subadviser reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise

out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund; provided, further, that Subadviser shall not be liable for any such loss caused directly or indirectly as a result of inaccurate information provided by Investment Manager or its designee to Subadviser. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that, subject to conditions contained herein, nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund; provided, however, that the Subadviser and Subadviser Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation

sustained as a result of willful misfeasance, bad faith, gross negligence, or reckless disregard by the Subadviser or its affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the 1933 Act), of their duties under this Agreement or violation of applicable law.

(c)

After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(d)

The Fund and the Investment Manager are hereby expressly put on notice that Subadviser is a Massachusetts business trust formed under a declaration of trust. All persons dealing with Subadviser must look solely to the property of Subadviser for satisfaction of claims of any nature against Subadviser, as neither the trustees, officers, employees nor shareholders of Subadviser assume any personal liability in connection with its business or for obligations entered into on its behalf.

9.	Duration and Termination .

(a)

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act), except as otherwise provided by any rule of, or action by, the SEC, or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(e), 1(f), 8(a), 8(b), 8(c), 8(d), 16, 18, 19 and 21 shall survive such termination of the Agreement.

10.

from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. Any reference to the Subadviser or description of Subadviser or its services in such literature shall be consistent with the information contained in the Fund’s then current registration statement filed with the SEC. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name “Eaton Vance” from the Fund’s name and any other reference in all materials (including Investment Manager’s website) and cease any and all use of the name “Eaton Vance.”

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Eaton Vance Management

Two International Place

Boston, MA 02110

Attn: Legal Department

Fax: 617-672-8305

with a copy to:

Eaton Vance Management

Two International Place

Boston, MA 02110

Attn: Sean Kelly

Tel: 617-672-8802

Fax: 617-672-1802

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110


Tel:		(617) 385-9525
Fax:		(617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474


Tel:		(612) 671-4321
Fax:		(612) 671-3767

13.

Market Timing . The Investment Manager hereby certifies that the Fund has policies and procedures reasonably designed to detect and deter disruptive trading practices in the Fund, including “market timing”. The Subadviser agrees, upon reasonable request from the Investment Manager, reasonably to assist the Investment Manager to detect and deter disruptive trading practices in the Fund.

14.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

15.

16.

17.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

18.

19.

20.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

21.

22.

Delegation . Subadviser may delegate some or all of its duties under this Agreement to affiliated or unaffiliated subadvisers (each a “Subadviser-Delegatee”); provided, however, that (i) Subadviser provides written notice to Investment Manager, (ii) any delegation of advisory duties is subject to and conditioned on the Fund Boards’ and/or Fund shareholder’s approval pursuant to Section 15 of the 1940 Act, (iii) no additional charges, fees or other compensation will be paid by Investment Manager for such services, (iv) Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Fund’s registration statement relating to the Fund’s portfolio managers provided by Subadviser or any Subadviser-Delegatee, and (v) Subadviser always remains liable to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or any Subadviser-Delegatee. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser-Delegatee, as the context may require.

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


Columbia Management Investments Advisers, LLC		Eaton Vance Management

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Alternative Strategies Fund, a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
Allocated Portion

Variable Portfolio-Eaton Vance Global Macro Advantage Fund, a series of Columbia Funds Variable Insurance Trust


Average Daily Net Assets		Rate
All assets

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified funds.

Date: , 2012

ADDENDUM DATED [ ], 2012 TO THE

SUBADVISORY AGREEMENT

DATED [ ], 2012

This Addendum, dated as of [ ], 2012 (the “Addendum”), hereby supplements the attached Subadvisory Agreement (the “Subadvisory Agreement”), dated [MONTH/DAY, 2012], by and between Columbia Management Investment Advisers, LLC (“Investment Manager”), a Minnesota limited liability company, and Eaton Vance Management, a business trust organized under the laws of Massachusetts (“Subadviser”), solely with respect to the Active Portfolios Multi-Manager Alternative Strategies Fund (the “Fund”), a series of Columbia Funds Series Trust I (the “Registrant”), as follows:

The parties hereto acknowledge that, with respect to the Fund, and in accordance with its prospectus and statement of additional information, as amended from time to time, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to ASGM Offshore Fund, Ltd. (referred to herein collectively as the “Subsidiary”). Subadviser is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets) pursuant to the applicable terms, conditions and obligations under the Subadvisory Agreement. Subadviser is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by Investment Manager) of the Fund to be invested in and through the Subsidiary. For purposes of this Addendum, all references in the Subadvisory Agreement to the “Fund” shall also refer to the Subsidiary, unless (i) the context dictates otherwise or (ii) applicable laws, rules, regulations and interpretive releases, official guidance or no-action letters related thereto allow for an alternate interpretation, in the reasonable opinion of Investment Manager, with respect to the Subsidiary. For the avoidance of doubt, the parties hereby agree that unless otherwise indicated in the prospectus or statement of additional information of the Fund or as otherwise mutually agreed upon in writing by Investment Manager and Subadviser (i) the assets of the Subsidiary should be treated as being held directly by the Fund for purposes of the Fund’s compliance with the 1940 Act, Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code, as amended, any rules, regulations, interpretive releases, official guidance or no-action letters under any such acts or the Internal Revenue Code, or any other federal or state laws, rules and regulations referenced in the Subadvisory Agreement and (ii) the Subsidiary shall not be required, separate and apart from the Fund, to comply with requirements applicable to a registered investment company, except that the Subsidiary will comply with the requirements of Section 18f of the 1940 Act and rules and regulations promulgated thereunder with respect to asset segregation.

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Federated Investment Management Company, a Delaware statutory trust (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

Portfolio Management . Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage on a discretionary basis, without prior consultation with Investment Manager or the Board, the investment operations and the composition of that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:

(i)

Investment Decisions . Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser will be responsible for providing investment advice under this Agreement only with respect to the assets allocated to Subadviser from time to time by Investment Manager. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may reasonably consult

with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii)

Investment Limits . In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s Prospectus and Statement of Additional Information (“SAI”); (b) reasonable, mutually acceptable instructions and directions of Investment Manager and of the Board communicated to Subadviser in writing; (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations; and to the extent not conflicting with (a), (b) and(c) hereof (d) Subadviser’s policies and procedures as in effect from time to time, which policies and procedures (or summaries thereof) Subadviser will communicate to the Fund or Investment Manager upon Investment Manager’s reasonable request. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) (collectively, “brokers or dealers”) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, and other factors that Subadviser deems relevant regarding, brokers or dealers who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Subadviser’s policies and procedures and Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-or dealer a commission, spread or markup in excess of that which another broker-or dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value

of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as adviser or subadviser.

(B)

Aggregation of Trades . Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate in accordance with Subadviser’s aggregation policies and procedures the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser or its affiliates in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients and consistent with Subadviser’s policies and procedures as in effect from time to time. Investment Manager hereby acknowledges that such aggregates of order may not result in a more favorable price or lower brokerage commissions in all instances.

(C)

Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments provided in writing to Subadviser, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund consistent with the Subadviser’s and Fund’s policies and procedures.

(iv)

Reports . Subadviser (a) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (b) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times ( i.e ., quarterly via telephone and in person on a less frequent basis as mutually agreed) and upon reasonable advance notice.

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s) . As reasonably requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format reasonably acceptable to Subadviser and Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably acceptable to Subadviser and Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably acceptable to Subadviser and Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably acceptable to Subadviser and Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably acceptable to Subadviser and Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager and reasonably acceptable to Subadviser. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program that is reasonably acceptable to Subadviser and Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

Maintenance of Records . Subadviser shall timely furnish to Investment Manager all information reasonably requested by Investment Manager relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser shall maintain such books and records with respect to the assets of the Fund allocated to Subadviser for management as are required of SEC-registered investment advisers based on the services provided by Subadviser to the Fund pursuant to this Agreement under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve its records required under this Agreement (including those for the Fund) for the periods prescribed under the 1940 Act.

(d)

Insurance and Code of Ethics . Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) commercially reasonable errors and omissions insurance and (ii) a Code of Ethics and related reporting procedures consistent with Rule 17j-1 under the 1940 Act.

(e)

Confidentiality . This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated June 23, 2011, entered into by Investment Manager and Subadviser.

Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, means confidential and proprietary information of the Fund, Subadviser or Investment Manager, or their affiliates, including, but not limited to, “Fund Portfolio Information” (which refers to confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement), that is received by one of the parties in connection with this Agreement. Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to (to the extent practicable) any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements or similar obligations of confidentiality. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

(g)

Receipt of Services From Certain Service Providers . Investment Manager hereby acknowledges and consents to: (a) Subadviser’s affiliate, Federated Advisory Services Company, providing certain support services ( e.g. , performance attribution, administration and risk management) to the Subadviser pursuant to a services agreement with Subadviser (which services are paid for by Subadviser); and (b) other third-parties engaged by Subadviser to whom Subadviser is permitted to disclose non-public information pursuant to the service provider exception in Regulation S-P provided that, in the case of clause (b), Subadviser provides notice to Investment Manager of any such service providers that provide material services to Subadviser in connection with this Agreement and the purpose of such disclosure.

(h)

Valuation . Investment Manager acknowledges and agrees that Subadviser is not responsible for valuing or pricing the securities and other assets invested in, held by or sold by the Fund.

(i)

Compliance Testing . Investment Manager agrees that (A) Subadviser is not the compliance agent for the Fund or Investment Manager, (B) Subadviser may not have access to all of the books and records of the Fund necessary to perform certain compliance testing, and (C) Subadviser will not be obligated to request any books and records of the Fund not in Subadviser’s possession for purposes of compliance testing. To the extent that Subadviser has agreed to perform the services specified in this Agreement in accordance with applicable law (for example, the 1940 Act and the Internal Revenue Code (IRC)), the Fund’ registration statement or governing documents, applicable policies and procedures, or written instructions, Subadviser shall perform such services based upon the assets of the Fund allocated for management to Subadviser pursuant to this Agreement, which may comprise only a portion of the Fund’s books and records, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement based upon such books and records. In no event shall Subadviser be responsible for compliance testing with respect to any Fund assets not managed by Subadviser.

(j)

Implementation of Changes . Investment Manager agrees that Subadviser shall be afforded a reasonable amount of time to implement any change in applicable law, rule or regulation (but in no event (except after obtaining a proper exemptive

order or other relief or Investment Manager’s consent) beyond the mandatory compliance date for any change in applicable law, rule or regulation), any change in a Fund’s registration statement or governing documents, any change in applicable policies and procedures, and any other change arising out of any other instructions provided by the Board or Investment Manager to Sub-Adviser. Subadviser shall not be responsible for implementing (or failing to implement) any change in a Fund’s registration statement or governing documents, or Investment Manager’s or the Fund’ policies and procedures, or resulting from any instruction of the Board or Investment Manager, that is not specifically identified in a writing provided to Subadviser. Subadviser will promptly inform Investment Manager if Subadviser is not able to implement any such change or new instruction.

(k)

Limited Power of Attorney . Investment Manager hereby appoints Subadviser as the Fund’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts, confirmations related to derivatives trades and other documents on behalf of the Fund as Subadviser reasonably believes is required by brokers or dealers or other intermediaries, counterparties and other persons or entities in connection with its management of the Fund assets allocated for management by Subadviser under this Agreement. Subadviser shall provide Investment Manager with a reasonable opportunity to review (and comment thereon) any such agreements or contracts prior to execution thereof. Nothing in this Agreement shall be construed as imposing a duty on Subadviser, or its directors, officers and employees, to act or assume responsibility for any matters in their respective capacity as attorney-in-fact for the Fund and, with respect to actions taken by Subadviser in the capacity as attorney-in-fact. Investment Manager, on behalf of itself and the Fund, hereby ratifies and confirms as good and effectual, at law or in equity, all that Subadviser and its directors, officers and employees may do in the capacity as attorney-in-fact, subject, in any case, to Section 8 of this Agreement relating to Liability and Indemnification. Any person, partnership, corporation or other legal entity or natural person dealing with Subadviser in its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put on notice that Subadviser is acting solely in the capacity as an agent of the Fund and that any such person, partnership, corporation or other legal entity or natural person must look to the Fund for enforcement of any claim against the Fund. Subadviser has no personal liability for obligations of the Fund entered into by Subadviser pursuant to this Agreement in its capacity as attorney-in-fact. If requested by Subadviser, Investment Manager agrees to have the Fund execute and deliver to Subadviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to Subadviser and Investment Manager.

respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will prior to the effective date of this Agreement and periodically thereafter provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies (Subadviser may assume that any company name not accompanied by a ticker symbol is not a publicly traded company), and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement. Investment Manager shall provide Subadviser with: (a) each current governing document of the Fund; (b) the Advisory Agreement relating to the Fund; (c) any instructions adopted by the Board or the Investment Manager relating to the Fund; (d) any exemptive order relied upon by the Investment Manager or the Fund that may affect the performance of Subadviser’s services and other obligations under this Agreement (including any “Investment Manager of Investment Managers” order); (e) and, as applicable, evidence of a duly called shareholder meeting at which the Advisory Agreement, Investment Manager’s appointment as investment adviser for the Fund, this Agreement and Subadviser’s appointment as a subadviser for the Fund was approved, as well as evidence of the annual re-approval of such appointments and agreements; (f) any CFTC Rule 4.5 letter applicable with respect to a Fund; (g) if requested by Subadviser, a separate limited power of attorney; and (h) any other information that Subadviser reasonably requests in order to perform its services, and comply with its obligations, under this Agreement.

Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, as well as any policies or procedures of Investment Manager or the Fund, and will promptly deliver to it all future amendments and supplements, if any. Investment Manager shall afford Subadviser the reasonable opportunity ( e.g. , generally at least seven business days) to review any amendment, supplement or other change in the Fund’s Prospectus and SAI or any such policies and procedures concerning Subadviser or its services, or that may affect Subadviser’s rights, duties, obligations or performance under this Agreement, prior to any such amendment, supplement or other change becoming effective.

Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A, which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs.

Expenses . During the term of this Agreement, Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support provided by Subadviser. For the avoidance of doubt, such expenses shall not include: (a) costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund; or (b) except as specifically agreed to by Subadviser in the Agreement, any other Fund or Investment Manager expenses, including, without limitation: (i) any expenses of Investment Manager or the Fund for organizing, or continuing the existence of, Investment Manager or the Fund; (ii) fees and expenses of trustees/directors/members and officers of Investment Manager or the Fund; (iii) fees for Investment Manager and Fund administrative personnel and services; (iv) expenses incurred in the distribution of shares of the Fund (“Shares”), including expenses of administrative support services; (v) fees and expenses of preparing, printing, filing and distributing any required filings, other governing documents, or any amendment or supplement thereto, or any sales literature, statement, communication or other document under the 1933 Act, the 1940 Act or otherwise (except as otherwise provided herein); (vi) expenses of registering and qualifying Investment Manager or the Fund, or Shares of the Fund under federal and state laws, rules or regulations; (vii) interest expense, taxes, fees, and commissions of every kind relating to Investment Manager or the Fund; (viii) expenses of issue (including any cost of Share certificates), purchase, repurchase, and redemption of Shares; (ix) charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents, registrars and other service providers to Investment Manager or the Fund; (x) auditing, accounting, and legal expenses; reports to shareholders and governmental officers and commissions; (xi) expenses of meetings of trustees/directors and shareholders and proxy solicitations therefor (except as otherwise provided herein); (xiii) insurance expenses; (xiv) association membership dues and such nonrecurring items as may arise, and (xv) all other expenses relating to the operation and management of the Fund. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution

(including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to Subadviser’s investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time reasonably deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement, except to the extent that shareholders are being solicited for another purpose and the approval of the continuation of this Agreement can be included within such other proxy statement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement except to the extent that another information statement is being prepared and delivered to shareholders; provided that if another information statement is being prepared and delivered to shareholders as a result of the change of control of another subadviser of the Fund, the costs and expenses will be shared pro rata with such other subadviser based on the number of pages required by each subadviser.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

violations that have occurred, and, unless prohibited by applicable law, will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) unless prohibited by applicable law, and to the extent Subadviser has not previously notified Investment Manager, will promptly notify Investment Manager after Subadviser becomes aware (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) that the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or commenced proceedings or an investigation that may result in any of these actions, (3) to the extent Subadviser is managing substantially all of the assets of the Fund and Subadviser is the only subadviser to the Fund, a reasonable basis for believing that the Fund has ceased to qualify or is reasonably likely not to qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC.

(d)

To the extent not prohibited under applicable law, Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and 1940 Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and, unless prohibited by applicable law, will provide prompt notice of any material violations relating to the Fund to the Subadviser (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement and the Advisory Agreement; and (vii) unless prohibited by applicable law, and to the extent Investment Manager has not previously notified Subadviser, will promptly notify Subadviser after Investment Manager becomes aware (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) that the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) of a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement, and no shareholder approval of this Agreement is required or such shareholder approval has been obtained in accordance with applicable law, including, without limitation, Section 15 of the 1940 Act.

(f)

Investment Manager and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized Investment Manager to enter into this Agreement. The Board and shareholders of the Fund have approved the Advisory Agreement in accordance with applicable law, including, without limitation, Section 15 of the 1940 Act.

8.	Liability and Indemnification .

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser (including when acting in the capacity of attorney-in-fact for the Fund), including any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof, any Subadviser-Delegatee (as defined below) and any Subadviser Indemnitee shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, mistake of law or other act or omission by Subadviser or any Subadviser Indemnitee with respect to the Investment Manager, the Fund or its services or performance under this Agreement, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding

Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance (without material modification by the Fund, the Investment Manager or any other Fund and Investment Manager Indemnitees) upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review, and has approved, information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 (and any comments on such information by Subadviser had been addressed); or (iii) any violation of federal or state statutes or regulations by Subadviser; and provided, further, however, that the Fund and Investment Manager Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) sustained as a result of a Fund’s and Investment Manager Indemnitee’s willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties under this Agreement or the Advisory Agreement, or violation of applicable law. It is further understood and agreed that Subadviser or any Subadviser Indemnitee may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that nothing herein will limit any liability on the part of Subadviser for any actual loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses are directly attributable to the negligence of Subadviser, and result in an error in the net asset value of the Fund (but not including any error in the net asset value resulting from a valuation error made by the Investment Manager); provided, further, that Subadviser shall not be liable for any such loss caused directly or indirectly as a result of inaccurate information provided by Investment Manager or its designee to Subadviser. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Subadviser or Investment Manager may have under any federal securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) arising or resulting from the acts or omissions of the custodian of the Fund, any broker or dealer, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or any Subadviser Indemnitees specifically instructed such broker, financial institution or third party to take such action or omission and such instruction constituted willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager, the Fund and any other Fund and Investment

Manager Indemnitee shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser, its officers, trustees or shareholders, or any Subadviser-Delegatee, or any of its affiliated persons of any of them (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment, mistake of law or other act or omission by the Fund, Investment Manager or any other Fund and Investment Manager Indemnitee with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of the Fund or Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of the Fund or Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance (without material modification by the Fund, the Investment Manager or any other Fund and Investment Manager Indemnitee) upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund; and provided, further, however, that the Subadviser Indemnitees shall not be indemnified for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) sustained as a result of a Subadviser Indemnitees willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties under this Agreement or violation of applicable law. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Subadviser or Investment Manager may have under any federal securities laws.

(b)

After receipt by Investment Manager, the Fund or Subadviser, their affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to

so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice ( i.e., claim or defense of the Indemnifying Party is materially prejudiced). The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld.

9.	Duration and Termination .

(a)

Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b)

Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by Subadviser of any representations, warranties or covenants set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that are reasonably likely to materially and adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager;

or (2) upon material breach by Investment Manager of any representations, warranties or covenants set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(c) (relating to books and records), 1(e), 8, 8(a), 8(b), 8(c), 15, 17, 18, 20, 22 and 23 shall survive such termination of the Agreement.

10.

Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any officers, trustees, or Subadviser Indemnitees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. Investment Manager agrees to comply with any reasonable guidelines concerning the use of Subadviser’s name, trademarks, service marks and logos as Subadviser may from time to time provide in writing to the Investment Manager. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser, its affiliates or Subadviser’s clients in any way prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. Any reference to Subadviser or its affiliates or description of Subadviser or its services in any such literature or materials shall be consistent with the information contained in the Fund’s registration statement.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Federated Investment Management Company

c/o Federated Advisory Services Company

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

Attn: George Polatas

Fax: 412-288-2925

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110

Tel: (617) 385-9525

Fax: (617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

liable to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or any Subadviser-Delegatee. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser-Delegatee, as the context may require.

22.

Waiver . The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, rule or regulation, (i) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

23.

No Third-Party Rights . This Agreement is intended to insure to the benefit of the parties hereto and their permitted successors and permitted assigns. Except for the Fund, there are no intended third-party beneficiaries of this Agreement and nothing expressed or referred to in this Agreement will be construed to give any person or entity other than the parties to this Agreement any legal or equitable right, remedy or claim under or other respect to this Agreement or any provision hereof.

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


Columbia Management Investments Advisers, LLC		Federated Investment Management Company

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of the Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Core Plus Bond Fund, a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
First $100 million
Next $150 million
Next $750 million
Thereafter

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified fund.

Date: , 2012

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and RS Investment Management Co. LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s) . As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format

(c)

(d)

(e)

(f)

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

(b)

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.	Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Mike Sylvestri

Vice President – Institutional Client Services

388 Market Street, 17 ^th Floor

San Francisco, CA 94111

Tel: (415) 591-2782

Fax: (415) 591-2855

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110

Tel: (617) 385-9525

Fax: (617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

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


Columbia Management Investments Advisers, LLC		RS Investment Management Co. LLC

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Small Cap Equity Fund, a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
All assets

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified fund.

Date: , 2012

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and TCW Investment Management Company, a California corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 201.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

Investment Limits . In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s Prospectus and Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations; provided, however, that if Subadviser is managing a portion, but not all, of the Fund, to the extent any such limits or requirements apply to the Fund in its totality, such that Subadviser is not solely in control of whether the Fund is in compliance with such limits or requirements, Subadviser will not be responsible for the Fund’s compliance with such limits or requirements unless advised in writing by the Investment Manager to adhere to specific instructions of the Investment Manager, including but not limited to, that Subadviser adhere to a particular limit or requirement, so long as any such instructions are specific enough, and are accompanied by sufficient information, to enable the Subadviser to adhere to them. Investment Manager agrees to give Subadviser prompt written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

(iii)

Portfolio Transactions .

(A)

reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated July 15, 2011, entered into by Investment Manager and Subadviser.

Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information

(“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

5.	Expenses . Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board

materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

(f)

In connection with any derivatives transactions to be conducted by Subadviser on behalf of the Fund, the Investment Manager agrees to all matters set forth in the “Addendum – Authorization to Enter Into Over-the-Counter and/or Exchange-Traded Derivatives” attached to this Agreement.

8.	Liability and Indemnification .

(a)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, including any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (as defined below) shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the

net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

9.	Duration and Termination .

(a)

(b)

if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

Subadviser’s Services Are Not Exclusive . Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

TCW Investment Management Company

1251 Avenue of the Americas, Suite 4700

New York, New York 10020

c/o Jeff Cominsky

Tel: 212-771-4504

Fax: 212-771-4162

Email: jeffrey.cominsky@tcw.com

with a copy to:

TCW Investment Management Company

865 South Figueroa Street, Suite 1800

Los Angeles, California 90017

c/o Tracy Gibson

Tel: 213-244-1011

Fax: 213-244-0761

Email: tracy.gibson@tcw.com

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110


Tel:		(617) 385-9525
Fax:		(617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474


Tel:		(612) 671-4321
Fax:		(612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent in a writing signed by Investment Manager and Subadviser, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

Delegation . Subadviser may delegate some or all of its duties under this Agreement to affiliated or unaffiliated subadvisers (each a “Subadviser-Delegatee”); provided, however, that (i) Subadviser provides written notice to Investment Manager, (ii) any delegation of advisory duties is subject to and conditioned on the Fund Boards’ and/or Fund shareholder’s approval pursuant to Section 15 of the 1940 Act, (iii) no additional charges, fees or other compensation will be paid for such services, (iv) Subadviser hereby agrees to advise Investment Manager of any changes required to be made to the disclosure in the Fund’s registration statement relating to the Fund’s portfolio managers provided by Subadviser or any Subadviser-Delegatee, and (v) Subadviser always remains responsible to the Investment Manager and the Fund for its obligations hereunder regardless whether services hereunder are provided by Subadviser or any Subadviser-Delegatee. To the extent that such delegation occurs, references to Subadviser herein shall be deemed to include reference to any Subadviser-Delegatee, as the context may require.

22.	Anti-Money Laundering and Suitability

(a)

Investment Manager shall undertake all necessary due diligence for establishing the identity of investors in the Fund in accordance with the USA PATRIOT Act and any other applicable anti-money laundering laws and regulatory rules, including rules issued by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury.

(b)

Investment Manager confirms to Subadviser that, as between Investment Manager and Subadviser, Investment Manager shall be solely responsible for determining that the investment mandate established by this Agreement is suitable and appropriate for the Fund.

(c)

To help the United States government fight the funding of terrorism and money laundering activities, United States federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account with the financial institution. This includes Subadviser’s obtaining and verifying Investment Manager’s name, address and such other information as Subadviser may request in order to identify Investment Manager.

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


Columbia Management Investments Advisers, LLC		TCW Investment Management Company

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Core Plus Bond Fund, a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
First $500 million
Next $1.5 billion
Thereafter

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified fund.

Date: , 2012

SUBADVISORY AGREEMENT

Agreement made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Wasatch Advisors, Inc., a Utah corporation (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

(B)

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b)

management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated October 26, 2011, entered into by Investment Manager and Subadviser.

holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if Subadviser agrees to a continuation of this Agreement, and if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund’s Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

(c)

Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

(f)

Investment Manager and Subadviser have in place and will maintain adequate compliance systems and controls designed to prevent material violations of applicable federal and state laws (including, but not limited to, the Investment Company Act of 1940 and any rules or regulations promulgated thereunder, the Internal Revenue Code, and any State Blue Sky laws) and the Fund’s fundamental and non-fundamental restrictions communicated to the Subadviser. Investment Manager acknowledges that Subadviser is only responsible for the portfolio compliance of the portion of the Fund allocated to Subadviser, and not the entire Fund. Investment Manager and Subadviser each agree to promptly notify one another of any condition of the Fund that may interfere or restrict Subadviser’s management of the Fund. Investment Manager further agrees to provide at least 15 days written notice of any changes to any Fund objective, policy, strategy or restriction (whether a supplement to the Fund’s current prospectus or SAI) that may affect Subadviser’s management of the portion of the Fund assets assigned to it for management.

8.	Liability and Indemnification .

(a)

Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iv) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any material breach of Sections 2, 3 or 7 of this Agreement; (ii) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or

omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iv) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

11.	References to Subadviser . Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser’s name and registered and unregistered trademarks, service marks and logos on Investment Manager’s web site(s)

and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Wasatch Advisors, Inc.

Eric Bergeson, Director of Marketing

150 Social Hall Ave., Fourth Floor

Salt Lake City, Utah 84111

Tel: 801-533-0777

Fax: 801-533-9828

with a copy to:

Wasatch Advisors, Inc.

Daniel Thurber, General Counsel

150 Social Hall Ave., Fourth Floor

Salt Lake City, Utah 84111

Tel: 801-533-0777

Fax: 801-533-9828

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110


Tel:		(617) 385-9525
Fax:		(617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474


Tel:		(612) 671-4321
Fax:		(612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

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


Columbia Management Investments Advisers, LLC		Wasatch Advisors, Inc.

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Alternative Strategies Fund, a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
First $100 million
Next $50 million
Thereafter

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified fund.

Date: , 2012

SUBADVISORY AGREEMENT

Agreement (the “Agreement”) made as of the day of , 2012 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Water Island Capital, LLC, a Delaware limited liability company (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is , 2012.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.	Subadviser’s Duties .

(a)

(i)

(ii)

(iii)

Portfolio Transactions .

(A)

Trading . With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B)

(C)

(iv)

Records and Reports . Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.

(v)

Transaction Reports . Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such information upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.

(b)

Compliance Program and Ongoing Certification(s) . As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to

time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c)

(d)

(e)

Confidentiality . This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated June 27, 2011, entered into by Investment Manager and Subadviser.

obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates that have a reason to know such information; (7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

(f)

(g)

Indemnification. Any person, partnership, corporation or other legal entity or natural person dealing with Subadviser in its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put on notice that Subadviser is acting solely in the capacity as an agent of the Fund and that any such person, partnership, corporation or other legal entity or natural person must look to the Fund for enforcement of any claim against the Fund. Subadviser has no personal liability for obligations of the Fund entered into by Subadviser pursuant to this Agreement in its capacity as attorney-in-fact. If requested by Subadviser, Investment Manager agrees to have the Fund execute and deliver to Subadviser a separate form of Limited Power of Attorney in form and substance reasonably acceptable to Subadviser and Investment Manager.

3.	Documents Provided to Subadviser . Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

4.	Compensation of Subadviser . For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or

before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

6.	Representations of Subadviser . Subadviser represents and warrants as follows:

(a)

Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other material applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund's Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.

(b)

Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

(c)

(d)

7.	Representations of Investment Manager . Investment Manager represents and warrants as follows:

(a)

Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.

(b)

Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its

affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c)

(d)

Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e)

The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8.	Liability and Indemnification .

(a)

therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b)

gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund. Investment Manager also agrees to indemnify and hold harmless Subadviser and Subadviser Indemnitees for any claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which Subadviser may become subject as a result of conduct by another subadviser to the Fund, provided such claims, damages, liabilities or litigation were not caused by Subadviser’s willful misconduct, bad faith, reckless disregard or gross negligence.

(c)

9.	Duration and Termination .

(a)

(b)

(c)

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10.

acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11.

12.	Notices . Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Jennifer Avicolli

General Counsel and Chief Compliance Officer

Water Island Capital, LLC

41 Madison Avenue, 42 ^nd Floor

New York, NY 10010

Fax: 212-584-2376

Investment Manager:

Christopher Thompson

Senior Vice President – Investment Products & Marketing

225 Franklin Street

Boston, Massachusetts 02110


Tel:		(617) 385-9525
Fax:		(617) 385-9529

with a copy to:

Christopher O. Petersen

Vice President and Chief Counsel

Ameriprise Financial

50606 Ameriprise Financial Center

Minneapolis, MN 55474


Tel:		(612) 671-4321
Fax:		(612) 671-3767

13.	Amendments . This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.

14.

15.

16.	Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17.

18.

19.	Headings . The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20.

21.

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


Columbia Management Investments Advisers, LLC		Water Island Capital, LLC

By:		By:
	Signature		Signature

Name:		Name:
	Printed		Printed

Title:		Title:

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Active Portfolios Multi-Manager Alternative Strategies Fund (the “Fund”), a series of Columbia Funds Series Trust I


Average Daily Net Assets		Rate
First $50 million
Next $50 million
Next $100 million
Thereafter

The rates set forth above apply to average daily net assets that are subject to Subadviser’s investment discretion in the specified fund.

Date: , 2012

DELEGATION AGREEMENT

THIS AGREEMENT is entered into as of by and between Dalton, Greiner, Hartman, Maher, & Co. LLC (hereinafter referred to as “Subadviser”), a Limited Liability Company with its principal office at 565 Fifth Avenue, New York, NY 10017, and Real Estate Management Services Group, LLC (hereinafter referred to as “Subadviser-Delegatee”), a Limited Liability Company with its principal office at 1100 Fifth Avenue South, Suite 305, Naples FL 34102.

WITNESSETH

WHEREAS, Columbia Management Investment Advisers, LLC (the “Manager”) has entered into an Investment Management Services Agreement, dated as of [INSERT DATE] (the “Management Agreement”), with [INSERT TRUST NAME], (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), to render or contract to obtain assistance in rendering investment management services to [INSERT FUND NAME] (the “Fund”), a separate series of the Trust; and

WHEREAS, the Manager has retained the Subadviser to assist in providing investment advisory and other services to the Fund pursuant to a Subadvisory Agreement, dated as of [INSERT DATE] (the “Subadvisory Agreement”), which authorizes Subadviser to retain Subadviser-Delegatee to provide advisory services to the Fund under certain conditions; and

WHEREAS, the Subadviser desires to retain the Subadviser-Delegatee to assist in providing investment advisory services to the Fund, and the Subadviser-Delegatee is willing to render such services, effective as of [INSERT EFFECTIVE DATE] (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties hereby agree as follows:

ARTICLE 1

SERVICES AND COMPENSATION

Section 1.1 Provision of Services .

(a)

Subject to supervision and oversight by the Manager, the Fund’s Board of Trustees (the “Board”) and the Subadviser, Subadviser-Delegatee shall provide the following services to Subadviser for the benefit of the Fund: (i) investment management and supervision, (ii) research and (iii) assistance as the Subadviser shall from time to time reasonably request.

(b)

The Subadviser-Delegatee shall purchase securities and other assets from or through and sell securities or other assets to or through such persons, brokers or dealers as the Subadviser-Delegatee shall deem appropriate in order to carry out the objectives of the Fund, which Subadviser-Delegatee shall do in accordance with the Fund’s investment policies, strategies and restrictions, as stated in the Fund’s prospectus and statement of additional information (SAI). In purchasing and selling securities, the Subadviser-Delegatee will seek best execution and, consistent with such policy, may give consideration to the research, statistical and other services furnished by brokers or dealers to the Subadviser-Delegatee for its use. It is understood that it may be desirable for the Fund that the Subadviser-Delegatee have access to supplemental investment and market research and security and economic analysis provided by brokers who execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers. Therefore, the Subadviser-Delegatee is authorized to place orders for the purchase and sale of securities of the Fund with such brokers to the extent consistent with applicable laws and regulations, subject to such limitations with respect to the extent and continuation of this practice as may be established by the Fund from time to time. It is understood that the services provided by such brokers may be useful to the Subadviser-Delegatee in connection with its services to clients other than the Fund with respect to which it exercises investment discretion. In performance of its duties and obligations under this Agreement, the Subadviser-Delegatee shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund’s prospectus and SAI and (b) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, as applicable to the Fund, and all other applicable federal and state laws and regulations.

(c)

Subadviser-Delegatee may, to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate securities to be sold or purchased on behalf of the Fund with those of other clients.

(d)

Subadviser-Delegatee will not be responsible for voting proxies issued by companies held in the Fund, although the Manager, the Fund and/or the Subadviser may consult with Subadviser-Delegatee from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser-Delegatee will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it.

Section 1.2 Excluded Services . The services performed by Subadviser-Delegatee shall not include any activities precluded by applicable law or regulation.

Section 1.3 Payments by Subadviser . Subadviser, and not the Manager, the Trust, nor the Fund, is responsible for payment from its own resources to Subadviser-Delegatee for services provided hereunder by Subadviser-Delegatee. Subadviser-Delegatee will look only to Subadviser (and neither the Manager, the Trust nor the Fund) for payment in connection with the services provided by Subadviser-Delegatee hereunder. Subadviser and Subadviser-Delegatee shall mutually agree on an appropriate compensation structure based on the services to be provided hereunder with such compensation approved by the Board and/or the Fund’s shareholders in conformity with the requirements of the 1940 Act.

ARTICLE II

TERM AND TERMINATION

Section 2.1 Term . Unless earlier terminated as provided hereunder, this Agreement shall remain in effect for so long as the Subadvisory Agreement is in effect and shall continue from the date written above only so long as such continuance is specifically approved at least annually by the Board or by vote of a majority of the outstanding voting securities of the Fund; and by the vote of the majority of the Board members who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such proposal. As used in this paragraph, “interested persons” shall have the same meaning as set forth in the 1940 Act and any applicable order or interpretation issued by the Securities and Exchange Commission (the “SEC”) or its staff.

Section 2.2 Termination . This Agreement shall automatically terminate upon the termination of the Subadvisory Agreement or shall terminate automatically in the event of the assignment (as defined in the 1940 Act) of the Agreement or the Subadvisory Agreement. In addition, either party may terminate this Agreement by written notice sent to the other party not less than sixty (60) days prior to the end of any calendar year. This Agreement may also be terminated at any time, without payment of penalty, by the Manager, the Board or by vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of the Fund on 60 days written notice to the Subadviser and Subadviser-Delegatee.

Section 2.3 Payment by Subadviser . Forthwith after the date of termination, Subadviser-Delegatee shall prepare an invoice in respect of any fees due and payable as of that date and Subadviser shall pay the invoice in accordance with terms agreed to between the parties.

ARTICLE III

REPRESENTATIONS

Section 3.1 Representations and Covenants of Subadviser-Delegatee . Subadviser-Delegatee represents and covenants as follows:

(a)

It is duly formed, validly existing and in good standing under the laws of the State of [INSERT STATE] and has full power and authority to enter into and perform its obligations under this Agreement;

(b)

It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy;

(c)

It (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser, the Manager and the Fund; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (vi) will promptly notify the Subadviser, the Manager and the Fund (1) of the occurrence of any event that would disqualify Subadviser-Delegatee from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the SEC or other governmental authority has: censured Subadviser-Delegatee; placed limitations upon the activities, functions or operations of Subadviser-Delegatee; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser-Delegatee respecting or relating to Subadviser-Delegatee that is not contained in the Fund’s prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser-Delegatee contained therein that becomes untrue in any material respect;

(d)

Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations, as well as such instructions as may from time to time be given to the Subadviser-Delegatee by the Subadviser, the Manager, the Fund or the Board;

(e)

It shall deliver to the Subadviser and the Manager: (i) a copy of its Form ADV, Parts2A and 2B (or similar disclosure document) and each update thereof; (ii) its Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof; and (iii) such other information (e.g., disclosures, policies, reports on violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser-Delegatee shall, except as otherwise agreed to by the Manager, certify to the Manager that there has been no material violation of Subadviser-Delegatee’s Code of Ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser-Delegatee has approved any material changes to its Code of Ethics, such revised Code of Ethics, together with an explanation of such amendments, shall be promptly (but in no event later than 60 days) provided to the Manager;

(f)

Its Form ADV and each investment performance composite and accompanying disclosures provided by it to the Manager or the Board shall include all material information that is required to be stated therein or necessary to make the statements therein not misleading;

(g)

It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 1940 Act) of it or the Subadviser, without the prior approval of the Manager;

(h)

It shall promptly notify the Manager and the Board of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser-Delegatee, or if there is otherwise an actual change in control or management of Subadviser-Delegatee;

(i)

It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics;

(j)

It will make available representatives to report in person to the Board (or a committee thereof) on investment results, regulatory compliance with respect to the Fund’s investments and other matters to the extent that the Manager or the Board (or a committee thereof) may reasonably request. It shall also provide such reports and other information relating to the investment management of the Fund to the Manager or the Board (or a committee thereof) in such form and at such intervals as such persons may reasonably request;

(k)

As reasonably requested by the Manager or the Board and in accordance with the scope of the obligations and responsibilities contained in this Agreement, it will cooperate with, and provide assistance to, Subadviser, Manager or the Trust as needed in order for Subadviser, Manager and the Trust to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the 1940 Act, the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder;

(l)

With respect to any investment company managed by the Manager and/or distributed by Columbia Management Investment Distributors, Inc., (i) Subadviser-Delegatee will not consult with any other subadviser (other than the Subadviser or its affiliates) (each a “Non-affiliated Subadviser”) to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any Non-affiliated Subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if it and any Non-affiliated Subadviser are providing investment advice to that investment company, the investment advice provided by it to that investment company will be limited to the assets for which it is responsible;

(m)

As requested by the Manager, Subadviser-Delegatee shall timely provide to the Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by the Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by the Manager, as it may be amended from time to time, and (b) as requested by the Manager, provide (i) additional certifications related to Subadviser-Delegatee’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by the Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser-Delegatee and Subadviser-Delegatee’s management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser-Delegatee’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser-Delegatee’s compliance program, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iv) from time to time Subadviser-Delegatee shall provide such certifications to assist the Manager in fulfilling the Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or the Manager. In addition, Subadviser-Delegatee will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act; and

(n)

It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

Section 3.2 Representations and Covenants of Subadviser . Subadviser represents and covenants as follows:

(a)

It is duly formed, validly existing and in good standing under the laws of the State of [INSERT STATE] and has full power and authority to enter into and perform its obligations under this Agreement;

(b)

(c)

It is registered as an investment adviser under the Advisers Act;

(d)

Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations; and

(e)

It will promptly notify the Subadviser-Delegatee in writing in the event that any of the foregoing ceases to be true.

ARTICLE IV

INDEMNIFICATION

Section 4.1 Subadviser Indemnification . (a) Subadviser agrees to hold harmless and indemnify the Subadviser-Delegatee from and against any loss or damages arising out of Subadviser’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on Subadviser’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

Section 4.2 Subadviser-Delegatee Indemnification . The Subadviser-Delegatee agrees to hold harmless and indemnify Subadviser from and against any loss or damages arising out of the Subadviser-Delegatee’s breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on the Subadviser-Delegatee’s part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Notices . Any and all notices, elections, offers, acceptances, and demands permitted or required to be made under this Agreement shall be in writing, signed by the person giving such notice, election, offer, acceptance, or demand and shall be delivered personally or sent by registered or certified mail, to the party, at its address on file with the other party or at such other address as may be supplied in writing. The date of personal delivery or the date of mailing, as the case may be, shall be the date of such notice, election, offer, acceptance, or demand.

Section 5.2 Force Majeure . If the performance of any part of this Agreement by either party or of any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason or any cause beyond the reasonable control of the party liable to perform, unless conclusive evidence to the contrary is provided the party so affected shall, on giving written notice to the other party, be excused from such performance to the extent of such prevention, restriction, interference, or delay provided, the party so affected shall use its reasonable best efforts to avoid or remove such causes of nonperformance and shall continue performance with the utmost dispatch whenever such causes are removed. Regardless, the affected party shall give prompt notice to the other party of the cause. When such circumstances arise the parties shall discuss what, if any, modification of the terms of this Agreement may be required in order to arrive at an equitable solution.

Section 5.3 Amendment . No change, modification or amendment of this Agreement shall be valid or binding on the parties unless (i) approved by the Fund’s Board and the Fund’s shareholders to the extent required by the 1940 Act and (ii) such change or modification shall be in writing signed by the party or parties against whom the same is sought to be enforced.

Section 5.4 Remedies Cumulative . The remedies of the parties under this Agreement are cumulative and shall not exclude any other remedies to which the party may be lawfully entitled.

Section 5.5 Further Assurances . Each party hereby covenants and agrees that it shall execute and deliver such deeds and other documents as may be required to implement any of the provisions of this Agreement.

Section 5.6 No Waiver . The failure of any party to insist on strict performance of a covenant hereunder or of any obligation hereunder shall not be a waiver of such party’s right to demand strict compliance therewith in the future, nor shall the same be construed as a novation of this Agreement.

Section 5.7 Integration . This Agreement constitutes the full and complete agreement between the parties with respect to the matters addressed herein.

Section 5.8 Captions . Titles or captions of articles and paragraphs contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof.

Section 5.9 Number and Gender . Whenever required by the context, the singular number shall include the plural, the plural number shall include the singular and the gender of any pronoun shall include both genders.

Section 5.10 Counterparts . This Agreement may be executed in multiple copies each of which shall for all purposes constitute an Agreement, binding on the parties, and each party hereby covenants and agrees to execute all duplicates or replacement counterparts of this Agreement as may be required.

Section 5.11 Applicable Law . This Agreement shall be construed and interpreted under the applicable provisions of the 1940 Act and the laws of the Commonwealth of Massachusetts applicable to contracts executed and performed entirely in the commonwealth of Massachusetts. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations. Jurisdiction shall lie exclusively within the United States.

Section 5.12 Computation of Time . Whenever the last day for the exercise of any privilege or the discharge of any duty hereunder shall fall on a Saturday, Sunday or any public or legal holiday, whether local or national, the person having such privilege or duty shall have until 5:00 p.m. on the next succeeding business day (based upon local time for that person) to exercise such privilege or to discharge such duty.

Section 5.13 Severability . In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

Section 5.14 Costs and Expenses . Unless otherwise provided in this Agreement, each party shall bear all fees and expenses incurred in performing its obligations under this Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.


[INSERT NAME OF SUBADVISER-DELEGATEE]


By:
Title:

[INSERT NAME OF SUBADVISER]


By:
Title:

FORM OF INVESTMENT MANAGEMENT SERVICES AGREEMENT

FOR SUBSDIARIES

This Agreement, dated as of , 2012, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and (“Subsidiary” or “Fund”), a wholly-owned subsidiary of Active Portfolios Multi-Manager Alternative Strategies Fund (“Parent Fund”), a series of Columbia Funds Series Trust I.

Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES

(1)

The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund’s Memorandum and Articles of Association and the Fund’s investment objectives, strategies and policies as from time to time set forth in the Parent Fund’s then-current prospectus or statement of additional information, or as otherwise established by the Board of the Subsidiary (the “Board”), which investments, in the Investment Manager’s discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment management of the Fund as provided under this Agreement; subject always to oversight by the Board and the authorized officers of the Fund. The Investment Manager agrees: (a) to maintain an adequate organization of competent persons to provide the services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser); and (b) to maintain adequate oversight over any subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board deems appropriate for the purpose of reviewing the Investment Manager’s performance under this Agreement and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of the Fund in such form and at such intervals as the Board may reasonably request. The Fund agrees that the Investment Manager may, at its own expense, subcontract for certain of the services described under this Agreement (including with affiliates of the Investment Manager) with the understanding that the quality and scope of services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the investment management services contemplated by this Agreement with respect to the Fund, the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board,

will set the Fund’s overall investment strategies (consistent with the Parent Fund’s then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Fund’s assets; when appropriate, allocate and reallocate the Fund’s assets among multiple subadvisers; monitor and evaluate the investment performance of subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Fund’s investment objectives, policies and restrictions.

(2)

The Investment Manager shall comply (or cause the Fund to comply, as applicable) with all applicable law, and shall manage the Fund so as to ensure that the operations of the Fund and Parent Fund, taken as a whole, comply with all applicable law, including but not limited to the following, to the extent applicable, the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act”), the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder, the 1933 Act, and the provisions of the Internal Revenue Code of 1986, as amended.

(3)

The Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that it may not share with, or act upon for the benefit of, the Fund.

(4)

The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Fund ’ s assets may be invested from time to time, as directed by the Board from time to time.

(5)

The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund, including with respect to the acquisition or disposition of securities. The Investment Manager hereby agrees that all records that it maintains for the Fund under this Agreement are the property of the Subsidiary and further agrees to surrender promptly to the Subsidiary any of such records upon request.

(6)	The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the services performed or to be performed by the Investment Manager under this Agreement.

(7)

In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager may consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities

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as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer’s risk in positioning a block of securities, the broker-dealer’s execution service rendered on a continuing basis and in other transactions, the broker-dealer’s expertise in particular markets, and the broker-dealer’s ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Manager’s overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker dealers through which transactions are executed.

(8)

Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and duties, under this Agreement, neither the Investment Manager, nor any of its respective directors, officers, partners, principals, employees, or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. To the extent permitted by applicable law, each of the Investment Manager, and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.

Part Two: COMPENSATION TO THE INVESTMENT MANAGER

(1)	The Fund agrees to pay to the Investment Manager, in full payment for the services furnished, a fee as set forth in Schedule A .

(2)

The fee shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the fee paid to the Investment Manager shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(3)	The fee provided for hereunder shall be paid in cash to the Investment Manager within five business days after the last day of each month.

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Part Three: ALLOCATION OF EXPENSES

(1)

The Investment Manager shall (a) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the services contemplated to be provided by it pursuant to this Agreement and (b) pay the compensation of the directors or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board of the Fund shall have specifically approved the payment by the Fund of all or a portion of the compensation of one or more of the Fund’s officer(s)). Except to the extent expressly assumed by the Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Fund operating expenses incurred in the organization and operation of the Fund.

Part Four: MISCELLANEOUS

(1)	The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or otherwise, shall have no authority to act for or represent the Fund.

(2)

The Fund acknowledges that the Investment Manager and its affiliates may perform investment advisory services for other clients, so long as the Investment Manager’s services to the Fund under this Agreement are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and the Investment Manager and its affiliates and their respective clients may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client.

(3)

Neither this Agreement nor any transaction pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders or otherwise; or that the Investment Manager or any successor or assignee is or may be interested in the Fund as shareholder or otherwise, provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations, United States Securities and Exchange Commission (“SEC”) orders or published SEC staff guidance.

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(4)

Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such party’s principal place of business, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (4).

(5)

All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where it is necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(6)	This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof.

(7)

Notice is hereby given that this Agreement is executed on behalf of the Subsidiary by an officer of the Subsidiary in his or her capacity as an officer of the Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of the Subsidiary individually, but are binding only upon the assets and property of the Subsidiary.

(8)

If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

(9)	This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

Part Five: RENEWAL AND TERMINATION

(1)	This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided.

Page 5

(2)

This Agreement may be terminated by either the Fund or the Investment Manager at any time by giving the other party 60 days’ written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Fund.

(3)

This Agreement shall terminate in the event of its assignment, the term “assignment” for this purpose having the same meaning as set forth in the 1940 Act, unless the SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order. This Agreement shall terminate in the event the Investment Manager ceases to be the investment adviser of the Parent Fund.

(4)	Except as prohibited by applicable law, this Agreement may be amended upon written agreement of the Investment Manager and the Subsidiary.

Part Six: Use of Name

(1)

At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Manager’s business as investment adviser.

Page 6

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.


[SUBSIDIARY]

By:
Name:
Title:

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:
Name:
Title:

Schedule A

Effective as of March , 2012,


*Assets (in Millions)*	*Rate of Fee ⁽¹⁾*
$0 - $500		1.020	%
>$500 - $1,000		0.975	%
>$1,000 - $3,000		0.950	%
>$3,000 - $6,000		0.930	%
>$6,000		0.900	%

(1)

When calculating asset levels for purposes of determining fee rate breakpoints, asset levels are based on aggregate net assets of the Fund and the Parent Fund. When calculating the fee payable under this agreement, the annual rates are based on a percentage of the average daily net assets of the Fund.

AMENDMENT NO. 2 TO

ADMINISTRATIVE SERVICES AGREEMENT

THIS AMENDMENT NO. 2 TO ADMINISTRATIVE SERVICES AGREEMENT, dated as of March 14, 2012 (this “Amendment”), by and among Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and Columbia Funds Series Trust I and Columbia Funds Variable Insurance Trust (the “Registrants”), each a Massachusetts business trust, on behalf of their respective underlying series listed in Schedule A to the Administrative Services Agreement, dated as of May 1, 2010, as amended from time to time (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Agreement.

WHEREAS, the parties wish to modify Schedule B to add new series of the Registrants and to restate the fee rates currently in effect;

NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECTION 1. AMENDMENT

1.1

Schedule B . Effective as of the date hereof, Schedule B to the Agreement shall be replaced with Schedule B hereto.

SECTION 2. MISCELLANEOUS.

2.1.

2.2.

2.3.

Successors and Assigns . This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

2.4.

Notice . This Amendment is executed by an officer of the Registrants, as an officer and not individually, and the obligations of this Amendment with respect to the Funds shall be binding upon the assets and properties of the Funds only and shall not be binding upon any of the trustees, officers, employees, agents or shareholders of the Funds individually.

(Signature Page Follows)

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.


COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS VARIABLE INSURANCE TRUST

By:		/s/ Michael G. Clarke
Name:		Michael G. Clarke
Title:		Chief Financial Officer

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:		/s/ J. Kevin Connaughton
Name:		J. Kevin Connaughton
Title:		Managing Director

Schedule B

Fee Schedule

Effective as of March 14, 2012

Group I


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $500			>$500 - $1,000			>$1,000 - $3,000			>$3,000 - $12,000			>$12,000
Active Portfolio Multi Manager Alternative Strategies Fund ⁽²⁾		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Active Portfolio Multi-Manager Core Plus Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Active Portfolio Multi Manager Small Cap Equity Fund		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Active Portfolio – Select Large Cap Growth Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Balanced Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Contrarian Core Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Corporate Income Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Dividend Income Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia High Yield Municipal Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia High Yield Opportunity Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Intermediate Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Intermediate Municipal Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia International Bond Fund		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Large Cap Growth Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Mid Cap Growth Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Select Large Cap Growth Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Select Small Cap Fund		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Small Cap Core Fund		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Small Cap Growth Fund I		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $500			>$500 - $1,000			>$1,000 - $3,000			>$3,000 - $12,000			>$12,000
Columbia Small Cap Value Fund I		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Strategic Income Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Strategic Investor Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Tax-Exempt Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Variable Portfolio – Contrarian Core Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio – Select Large Cap Growth Fund		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Variable Portfolio – Small Cap Value Fund		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio – Small Company Growth Fund		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Variable Portfolio – Strategic Income Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Variable Portfolio – AQR Managed Futures Strategy Fund ⁽²⁾		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – Eaton Vance Global Macro Advantage Fund ⁽²⁾		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio – Oppenheimer Commodity Strategy Fund ⁽²⁾		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%

Group II


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $250			>$250 - $1,000			>$1,000 - $3,000			>$3,000 - $12,000			>$12,000
Columbia California Tax-Exempt Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Connecticut Intermediate Municipal Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Connecticut Tax-Exempt Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Massachusetts Intermediate Municipal Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Massachusetts Tax-Exempt Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $250			>$250 - $1,000			>$1,000 - $3,000			>$3,000 - $12,000			>$12,000
Columbia New York Intermediate Municipal Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia New York Tax-Exempt Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Oregon Intermediate Municipal Bond Fund		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%

Group III


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $500			>$500 - $1,000			>$1,000 - $3,000			>$3,000
Columbia Real Estate Equity Fund		0.060	%		0.055	%		0.050	%		0.040	%

Group IV


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $1,000			>$1,000 - $3,000			>$3,000
Columbia Energy and Natural Resources Fund		0.060	%		0.050	%		0.040	%
Columbia Pacific/Asia Fund		0.08	%		0.07	%		0.60	%

Group V


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $8,000			>$8,000 - $10,000			>$10,000 - $12,000			>$12,000
Columbia Value and Restructuring Fund		0.060	%		0.055	%		0.040	%		0.030	%

Group VI


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $750			>$750 - $1,000			>$1,000 - $3,000			>$3,000
Columbia Emerging Markets Fund		0.080	%		0.075	%		0.070	%		0.060	%

Group VII


	ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES ⁽¹⁾
FUNDS	$0 - $1,000			>$1,000 - $1,500			>$1,500 - $3,000			>$3,000 - $6,000			>$6,000
Columbia Greater China Fund		0.080	%		0.070	%		0.060	%		0.050	%		0.040	%

Group VIII


FUNDS	All ASSETS ⁽¹⁾
CMG Ultra Short Term Bond Fund		N/A
Columbia Technology Fund		N/A
Columbia U.S. Treasury Index Fund(3)		0.300	%
Columbia Variable Portfolio – Asset Allocation Fund		0.020	%
Columbia Variable Portfolio – Money Market Fund		0.150	%

(1)	Annual rates based on a percentage of the Fund’s average daily net assets.

(2)

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

(3)

The Administrator pays all operating expenses of the Fund with the exception of brokerage fees and expenses, taxes, interest, fees and expenses of Trustees who are not officers, directors or employees of the Administrator or its affiliates, and any extraordinary non-recurring expenses that may arise, including, but not limited to, litigation expenses.

SCHEDULE A

As of March 14, 2012

Columbia Funds Series Trust I

Active Portfolios Multi-Manager Alternative Strategies Fund

Active Portfolios Multi-Manager Core Plus Bond Fund

Active Portfolios Multi-Manager Small Cap Equity Fund

CMG Ultra Short Term Bond Fund

Columbia Active Portfolios – Select Large Cap Growth Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia California Tax-Exempt Fund

Columbia Connecticut Intermediate Municipal Bond Fund

Columbia Connecticut Tax-Exempt Fund

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Energy and Natural Resources Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia High Yield Opportunity Fund

Columbia Intermediate Bond Fund

Columbia Intermediate Municipal Bond Fund

Columbia International Bond Fund

Columbia Large Cap Growth Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia Massachusetts Tax-Exempt Fund

Columbia Mid Cap Growth Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia New York Tax-Exempt Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Pacific/Asia Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Select Small Cap Fund

Columbia Small Cap Core Fund

Columbia Small Cap Growth Fund I

Columbia Small Cap Value Fund I

Columbia Strategic Income Fund

Columbia Strategic Investor Fund

Columbia Tax-Exempt Fund

Columbia Technology Fund

Columbia U.S. Treasury Index Fund

Columbia Value and Restructuring Fund

SCHEDULE B

Payments under the Agreement are payable to CMISC monthly.

Transfer agency costs are calculated separately for each of (i) Class Y shares, (ii) Class R3, Class R4 and R5 shares, and (iii) all other classes of shares (except Class I, which pay no transfer agency fees).

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:

An annual fee of $12.08 per account (excluding Class I share accounts); PLUS

ii)

The Fund’s Allocated Share of CMISC Reimbursable Out-of-Pocket Expenses (allocated among the Fund’s classes (other than Class I shares) based on the number of open accounts); PLUS EITHER

iii)

Reimbursement of Sub-Transfer Agency Fees (for all classes other than Class I, R3, R4, R5 or Y) for each position held in an omnibus account (i) for which American Enterprise Investment Services, Inc. is the broker of record or with respect to which the beneficial shareholder is a customer of Ameriprise Financial Services, Inc., at the rate of $16 per annum, calculated monthly based on the total number of positions in such account at the end of such month; and (ii) for all other accounts, subject to an annual limitation of 0.20% of the average aggregate value of the fund’s shares maintained in each such omnibus account; OR

iv)

Reimbursement of Sub-Transfer Agency Fees (for Class R3, Class R4 and Class R5) subject to an annual limitation of 0.05% of the net assets attributable to such shares.

In addition, CMISC shall be entitled to retain as additional compensation 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. CMISC shall also be entitled to retain any small account fees as specified in the Prospectus, although the fees otherwise payable under the Agreement shall be reduced by the amount of such small account fees.

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 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.

“ 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

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.

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 assets

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of March 14, 2012.


COLUMBIA FUNDS SERIES TRUST I
on behalf of their respective series listed on Schedule A

By:		/s/ J. Kevin Connaughton
Name: J. Kevin Connaughton
Title: President

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.

By:		/s/ Steve Welsh
Name: Steve Welsh
Title: President

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

FOR SUBSIDIARIES

This Administrative Services Agreement (“Agreement”), dated as of , 2012, is by and between Columbia Management Investment Advisers, LLC (“Administrator”), a Minnesota limited liability company, and (“Subsidiary” or “Fund”), a wholly-owned subsidiary of Active Portfolios Multi-Manager Alternative Strategies Fund (“Parent Fund”), a series of Columbia Funds Series Trust I.

Part One: SERVICES

(1)

The Fund hereby retains Administrator, and Administrator hereby agrees, for the period of this Agreement and under the terms and conditions set forth in this Agreement and subject to the oversight of the Board of Directors of Subsidiary (the “Board”), any committees thereof and/or authorized officer(s) of the Fund, to provide all of the services and facilities that are necessary for or appropriate to the business and effective operation of the Fund that are not (a) provided by employees or other agents engaged by the Fund or the Board or (b) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including but not limited to the following (unless otherwise directed by the Board or a committee thereof or the Chair):

(i)

Providing office space, equipment, office supplies and clerical personnel;

(ii)

Overseeing and assisting in the preparation of all general or routine shareholder communications;

(iii)

Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;

(iv)

Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund or the Parent Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications for the Fund or, to the extent the information relates to the Fund or its Portfolio, the Parent Fund;

(v)

Preparing and filing of any required tax reports and returns, including the Fund’s foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders;

(vi)

Monitoring and testing the Fund’s compliance with applicable tax laws and regulations;

(vii)

Executing the pricing process, including calculating the Fund’s net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;

(viii)

Coordinating and supervising relations with, and monitoring the performance of, any custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, to the extent deemed necessary or desirable by the Board, and reporting to the Board on the same;

(ix)

Preparing, maintaining and filing any filings required by state, federal, and local laws and regulations;

(x)

If applicable, determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;

(xi)

Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;

(xii)

Arranging, if desired by the Fund, for Board Members, officers, and employees of Administrator to serve as Board Members, officers, or agents of the Fund;

(xiii)

Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Fund’s business as the Board may request from time to time;

(xiv)

Providing Fund accounting and internal audit services;

(xv)

Calculating and providing to the Parent Fund the Fund’s daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Parent Fund’s current registration statement;

(xvi)

Preparing and furnishing to the Fund or the Parent Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;

(xvii)

Assisting the Parent Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the Investment Company Act of 1940 Act, as amended (the “1940 Act”);

(xviii)

Providing compliance services, as directed by the Parent Fund’s Chief Compliance Officer, which include monitoring the Fund’s compliance with its policies and procedures and with applicable laws, and the rules and regulations thereunder;

(xix)

Monitoring the Fund’s compliance with its investment policies, objectives, and restrictions as set forth in the Fund’s Memorandum and Articles of Association and the Parent Fund’s currently effective Prospectus and Statement of Additional Information;

(xx)

Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;

(xxi)

[Intentionally left blank];

(xxii)

Providing internal legal support of all administration services provided by Administrator under this Agreement;

(xxiii)

Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and, if requested by the Board, reporting to the Board regarding such matters;

(xxiv)

Monitoring, budgeting, approving and arranging for payment of Fund expenses;

(xxv)

Monitoring Board compliance with personal trading guidelines;

(xxvi)

Upon request from the Board, obtaining and maintaining the Fund’s insurance coverage and administering claims thereunder, and filing any related notices;

(xxvii)

Preparing such financial information and reports as may be required by any banks from which the Fund or the Parent Fund borrows;

(xxviii)

Maintaining the Fund’s books and records in accordance with all applicable laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that Administrator shall surrender promptly to the Fund or the Parent Fund any such items it maintains upon request, provided that Administrator shall be permitted to retain a copy of all such items;

(xxix)

Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as Administrator determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;

(xxx)

Assisting the Fund and the Parent Fund in regulatory examinations, inspections or investigations of the Fund;

(xxxi)

[Intentionally left blank];

(xxxii)

[Intentionally left blank];

(xxxiii)

Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;

(xxxiv)

Upon request of the Board, implementing and maintaining, together with affiliated companies, including the Parent Fund, a business continuation and disaster recovery program for the Fund;

(xxxv)

Arranging for all meetings of the Board and shareholders;

(xxxvi)

Maintaining and retaining all charter documents and coordinating the filing of any documents required to maintain the Fund’s organizational status under applicable law; and

(xxxvii)

Supervising the drafting, negotiation and maintenance of any Fund agreements.

If, as a result of a material change in applicable law, rules or regulations, Fund policies or the activities undertaken or transactions engaged in by the Fund or otherwise, the type or quantity of administrative services to be provided hereunder changes materially, the Fund and Administrator shall negotiate in good faith such adjustment, if any, in the fee payable under Part 2 of this Agreement as may be mutually agreed by the parties.

(2)	Administrator agrees to meet with any persons at such times as the Board or the Board of Trustees of the Parent Fund deems appropriate for the purpose of reviewing Administrator’s performance under this Agreement.

(3)	The Fund agrees that it will furnish to Administrator any information that the latter may reasonably request with respect to the services performed or to be performed by Administrator under this Agreement.

(4)

It is understood and agreed that in furnishing the Fund with services under this Agreement, neither Administrator, nor any officer, board member or agent thereof, shall be held liable to the Fund, its shareholders or its creditors for any action taken or thing done by it or its subcontractors or agents on behalf of the Fund in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or willful misfeasance or reckless disregard of its obligations and duties under this Agreement on the part of Administrator or its subcontractors or agents. It is further understood and agreed that, to the extent permitted by law, Administrator may rely upon information furnished to it and reasonably believed to be accurate and reliable.

(5)

In performing all services under this Agreement, the Administrator shall: (i) act in conformity with the Fund’s Memorandum and Articles of Association and applicable laws and regulations, as the same may be amended from time to time, as well as the Parent Fund’s registration statement, as such registration statement may be amended from time to time; (ii) consult and coordinate with the Fund, as necessary and appropriate; and (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention.

Part Two: COMPENSATION FOR SERVICES

(1)	The Fund agrees to pay to Administrator, in full payment for the services furnished, a fee as described in Schedule A .

(2)

The administrative fee shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Parent Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to the Fund, during any month, the administrative fee paid to Administrator shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(3)	The administrative fee shall be paid in cash to Administrator within five (5) business days after the last day of each month. A “business day” shall be any day on which shares of the Parent Fund are available for purchase.

Part Three: ALLOCATION OF EXPENSES

(1)

Except to the extent that such expenses are paid by the Fund’s investment adviser or its affiliates pursuant to a “unitary fee” or other arrangement, the Administrator shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund or the Parent Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:

(i)

Any administrative fees payable to Administrator for its services under this Agreement;

(ii)

Any fees and charges for investment advisory services provided to the Fund by any person;

(iii)

Any fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;

(iv)

[Intentionally left blank];

(v)

Any fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;

(vi)

Any fees and charges for services of the Fund’s independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;

(vii)

Any fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;

(viii)

Any Fund taxes and fees and charges of any person other than the Administrator or its affiliates for preparation of the Fund’s tax returns;

(ix)

Any fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Fund’s legal existence, including the filing of any required reports, charter document amendments or other documents;

(x)

Organizational expenses of the Fund;

(xi)

[Intentionally left blank];

(xii)

Expenses of maintaining qualification of the Fund and the Fund’s shares for sale under securities laws of applicable jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;

(xiii)

Brokerage commissions and other transaction expenses in connection with the Fund’s purchase and sale of assets;

(xiv)

Premium on any bond and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;

(xv)

Any fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;

(xvi)

Any Board Member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board Members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Administrator or its affiliates for services as a Board Member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Fund’s chief compliance officer or other officer(s));

(xvii)

Any expenses incidental to holding meetings of the Board or Fund shareholders;

(xviii)

Any expenses incurred in connection with lending portfolio securities of the Fund;

(xix)

Any interest on indebtedness and any other costs of borrowing money;

(xx)

Any fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;

(xxi)

Any other expenses payable by the Fund pursuant to separate agreements of the Fund; and

(xxii)

Any other expenses properly payable by the Fund, as approved by the Board.

(2)	Administrator agrees to pay all expenses it incurs in connection with the services it provides under the terms of this Agreement, excluding any expenses contemplated to be borne by the Fund pursuant to paragraph (1) of this Part Three.

Part Four: MISCELLANEOUS

(1)	Administrator shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or any other agreement approved by the Board, shall have no authority to act for or represent the Fund.

(2)

The Fund recognizes that Administrator and its affiliates, pursuant to separate agreements, now render and may continue to render services to other funds and persons which may or may not have policies similar to those of the Fund and that Administrator provides services for its own investments and/or those of its affiliates. Administrator shall be free to provide such services and the Fund hereby consents thereto.

(3)

Neither this Agreement nor any transaction effected pursuant hereto shall be invalidated or in any way affected by the fact that Board Members, officers, agents and/or shareholders of the Fund are or may be interested in Administrator or any successor or assignee thereof, as board members, officers, stockholders or otherwise; that board members, officers, stockholders or agents of Administrator are or may be interested in the Fund as Board Members, officers, shareholders or otherwise; or that Administrator or any successor or assignee is or may be interested in the Fund as shareholder or otherwise, provided, however, that neither Administrator, nor any officer, board member or employee thereof or of the Fund, shall knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations or orders of the SEC.

(4)

(5)

In connection with the services to be provided by Administrator under this Agreement, the Fund agrees that Administrator may, subject to compliance with requirements of applicable laws and regulations, and at its own expense, (i) make use of its affiliated companies and their board members, trustees, officers and employees and (ii) subcontract for certain of the services described under this Agreement with the understanding that the quality and scope of services required to be provided under this Agreement shall not be diminished thereby and that Administrator remains fully responsible for the services.

(6)

This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party. This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles.

(7)

All information furnished by Administrator to the Fund under this Agreement regarding the Administrator, its business or its clients shall be confidential and shall not be disclosed to unaffiliated third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to Administrator under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where necessary to effect transactions or for the provision by third parties of services to the Fund, or where the Fund requests or authorizes Administrator to do so. Administrator may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(8)

Notice is hereby given that this Agreement is executed on behalf of Subsidiary by an officer of Subsidiary in his or her capacity as an officer or trustee of Subsidiary and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, directors, officers or shareholders of Subsidiary individually, but are binding only upon the assets and property of Subsidiary.

(9)	This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

Part Five: RENEWAL AND TERMINATION

(1)

This Agreement shall continue in effect for one year from the date hereof and, thereafter, from year to year as the parties may mutually agree. Notwithstanding the foregoing, either party may terminate this Agreement at any time, without the payment of a penalty, by giving the other party notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice. In the event that, in connection with a termination, a successor to any of the duties or responsibilities of Administrator hereunder is designated by the Fund by written notice to Administrator, upon such termination Administrator shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to such successor all relevant books, records, and data established or maintained by Administrator under this Agreement and shall cooperate in the transfer of such duties and responsibilities.

(2)	This Agreement may be amended for any reason (including, for example, to modify the scope of services and/or fees contemplated herein) only upon written agreement of Administrator and the Subsidiary.

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.


[SUBSIDIARY]

By:
Name:
Title:

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

By:
Name:
Title:

Schedule A

Fee Schedule

Effective as of March , 2012


ASSET LEVELS (IN MILLIONS) AND BREAKPOINTS IN APPLICABLE FEES(1)
$0 - $500		>$500 - $1,000			>$1,000 - $3,000			>$3,000 - $12,000			>$12,000
	0.080%		0.075	%		0.070	%		0.060	%		0.050	%

(1)


		ROPES & GRAY LLP
		PRUDENTIAL TOWER
		800 BOYLSTON STREET
		BOSTON, MA 02199-3600
		WWW.ROPESGRAY.COM

March 14, 2012

Columbia Funds Series Trust I

225 Franklin Street

Boston, Massachusetts 02111

Ladies and Gentlemen:

You have informed us that you propose to register under the Securities Act of 1933, as amended (the “ Act ”), and to offer and to sell from time to time shares of beneficial interest (the “ Shares ”) of Columbia Active Portfolios – Select Large Cap Growth Fund, Active Portfolios Multi-Manager Core Plus Bond Fund, Active Portfolios Multi-Manager Small Cap Equity Fund and Active Portfolios Multi-Manager Alternative Strategies Fund (each, a “ Fund ” and together, the “ Funds ”), each a series of Columbia Funds Series Trust I (the “ Trust ”).

We act as counsel for the Trust and have examined the Trust’s Agreement and Declaration of Trust and amendments thereto on file at the office of the Secretary of the Commonwealth of Massachusetts (collectively, the “ Agreement and Declaration of Trust ”) and the Trust’s By-Laws. We have also examined such other documents as we deem necessary for the purpose of this opinion.

Based on the foregoing, we are of the opinion that the issue and sale by the Trust of an unlimited number of Shares of the Funds has been duly authorized under Massachusetts law. Upon the original issue and sale of any such authorized but unissued Shares and upon receipt by the Trust of the authorized consideration therefor in an amount not less than the applicable net asset value, the Shares so issued will be validly issued, fully paid and nonassessable by the Trust.

The Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or its trustees. The Agreement and Declaration of Trust provides for indemnification out of the property of the Fund for all loss and expense of any shareholder of the Fund held personally liable solely by reason of his or her being or having been such a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund itself would be unable to meet its obligations.

We understand that this opinion is to be used in connection with the registration of an indefinite number of Shares for offering and sale pursuant to the Act. We consent to the filing of this opinion with and as part of your registration statement on Form N-1A relating to such offering and sale.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

March 13, 2012

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.

- 1 -

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.

- 2 -

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 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

- 3 -

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.


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)

- 4 -

EXHIBIT I

I. List of Funds


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

II. Fees

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

PLANS APPLYING TO CLASS A, B AND C SHARES

Except as indicated below, each Fund having Class A, B or C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class B and C shares.

COLUMBIA INTERMEDIATE MUNICIPAL BOND FUND shall pay an annual distribution fee at the annual rate of 0.65% of the average daily net assets of its Class B and C shares.

PLANS APPLYING TO CLASS W SHARES

Each Fund having Class W shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of its Class W shares, provided that the Fund’s combined distribution fee and servicing fee shall not exceed 0.25% of the average daily net assets of its Class W shares.

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 Corporate Income Fund
		Columbia Intermediate Bond Fund
		Columbia High Yield Municipal Fund
		Columbia Dividend Income Fund
		Columbia Large Cap Growth Fund
		Columbia Small Cap Core Fund

II. Fees

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

PLANS APPLYING TO CLASS A, B AND C SHARES

Each Fund having Class A, B or C shares (other than Columbia Income Fund and Columbia High Yield Municipal 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 B and C shares.

Columbia Income Fund Class B and C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class B and C shares.

Columbia High Yield Municipal Fund Class B and C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class B and C shares.

PLANS APPLYING TO CLASS W SHARES

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.

CLASS F SHARES. Class F shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class F 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 Mid Cap Growth Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Real Estate Equity Fund

Columbia Small Cap Growth Fund I

Columbia Strategic Investor Fund

Columbia Technology Fund

II. Fees

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

Class A:

For all Funds except Columbia International Stock Fund and Columbia Strategic Investor Fund: 0.10% distribution fee

Class A:

For Columbia International Stock Fund and Columbia Strategic Investor Fund: 0.00% distribution fee

Class B:

0.75% distribution fee

Class C:

0.75% distribution fee

Class R:

0.50% distribution fee

Class W:

EXHIBIT V

I. List of Funds

Trust

Series

Columbia Funds Series Trust I

Active Portfolios Multi-Manager Alternative Strategies Fund

Active Portfolios Multi-Manager Core Plus Bond Fund

Active Portfolios Multi-Manager Small Cap Equity Fund

Columbia Active Portfolios – Select Large Cap Growth Fund

II. Fees

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

Class A:

Each Fund having Class A shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of its Class A shares, provided that the Fund’s combined distribution fee and servicing fee shall not exceed 0.25% of the average daily net assets of its Class A shares.

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 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)

EXHIBIT I

FUNDS

Active Portfolios Multi-Manager Alternative Strategies Fund

Active Portfolios Multi-Manager Core Plus Bond Fund

Active Portfolios Multi-Manager Small Cap Equity Fund

Columbia Active Portfolios – Select Large Cap Growth Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia California Tax-Exempt Fund

Columbia Connecticut Intermediate Municipal Bond Fund

Columbia Connecticut Tax-Exempt Fund

Columbia Contrarian Core Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Energy and Natural Resources Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia High Yield Opportunity Fund

Columbia Corporate Income Fund

Columbia Intermediate Bond Fund

Columbia Intermediate Municipal Bond Fund

Columbia International Bond Fund

Columbia Large Cap Growth Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia Massachusetts Tax-Exempt Fund

Columbia Mid Cap Growth Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia New York Tax-Exempt Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Pacific/Asia Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Select Small Cap Fund

Columbia Small Cap Core Fund

Columbia Small Cap Growth Fund I

Columbia Small Cap Value Fund I

Columbia Strategic Income Fund

Columbia Strategic Investor Fund

Columbia Tax-Exempt Fund

Columbia Technology Fund

Columbia U.S. Treasury Index Fund

Columbia Value and Restructuring Fund

EXHIBIT II

COMPENSATION

Classes A, B, C, E and F 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, B and C of Columbia Tax-Exempt Fund, Columbia Intermediate Municipal Bond Fund and Columbia High Yield Municipal 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.

Classes A and B of Columbia California Tax-Exempt Fund, Columbia Connecticut Tax-Exempt Fund, Columbia Massachusetts Tax-Exempt Fund and Columbia New York Tax-Exempt 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.

Classes A and B 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 of Active Portfolios Multi-Manager Alternative Strategies Fund, Active Portfolios Multi-Manager Core Plus Bond Fund, Active Portfolios Multi-Manager Small Cap Equity Fund and Columbia Active Portfolios – Select Large Cap Growth Fund

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

Classes W Shares of a Columbia Fund:

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

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

As of March 14, 2012

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, Columbia Funds Series Trust I, Columbia Funds Series Trust II 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/ J. Kevin Connaughton
		Name: J. Kevin Connaughton
		Title: President

Accepted and Agreed to:

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.


By:
		/s/ Beth Ann Brown
		Name: Beth Ann Brown
		Title: Senior Vice President

SCHEDULE I

COMPENSATION

Classes A, ¹ B, C, E and F 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 Large Cap Growth Fund, Columbia Mid Cap Growth Fund, Columbia Oregon Intermediate Municipal Bond Fund, Columbia Real Estate Equity Fund, Columbia Small Cap Core Fund, Columbia Small Cap Growth Fund I and Columbia Technology 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, B and C of Columbia Tax-Exempt Fund, Columbia Intermediate Municipal Bond 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.

Class W Shares

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 attributable to Class W Shares, provided , that the Fund’s combined Servicing Fee and distribution fee shall not exceed 0.25% of the average daily net assets attributable to all Class W Shares.

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.

AMENDED AND RESTATED

RULE 18f-3 MULTI-CLASS PLAN

COLUMBIA FUNDS SERIES TRUST I

I.	Introduction.

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), this Rule 18f-3 Multi-Class Plan (“Plan”) sets forth the methods for allocating fees and expenses among the classes of shares (“Shares”) in the investment portfolios (the “Funds”) of Columbia Funds Series Trust I (the “Trust”). Among other things, this Plan identifies expenses that may be allocated to a particular class of Shares to the extent that they are actually incurred in a different amount by the class or relate to a different kind or degree of services provided to the class. In addition, this Plan sets forth the maximum initial sales loads, contingent deferred sales charges, maximum distribution fees, maximum shareholder servicing fees, maximum shareholder administration fees, conversion features, exchange privileges, other shareholder services and transfer agency fees, if any, applicable or allocated to each class of Shares of the Trust. Each Fund is authorized to issue shares of such classes as Columbia Management Fund Distributors, Inc. may from time to time determine

The Trust is an open-end series investment company registered under the 1940 Act, the Shares of which are registered on Form N-1A under the Securities Act of 1933. The Trust offers multiple classes of Shares in its Funds pursuant to the provisions of Rule 18f-3 and this Plan.

Each Fund is authorized to issue shares of such classes described below as Columbia Management Investment Distributors, Inc. may from time to time determine.

II.

Allocation of Expenses.

1. Except as otherwise set forth herein or as may from time to time be specifically approved the Trustees, all expenses of each Fund shall be allocated proportionately among the classes of such Fund pro rata based on the relative net assets of each class. Pursuant to Rule 18f-3, the Trust shall allocate to each class of Shares in a Fund any fees and expenses incurred by the Trust in connection with the distribution and/or the provision of shareholder services to holders of such class of Shares under any distribution plan, shareholder servicing plan and/or plan administration agreement (a “Distribution/Shareholder Servicing Plan”).

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

(i)

transfer agency fees and expenses identified by the transfer agent or the officers as being fees and expenses that relate to such class of Shares (see paragraph 7 below);

(ii)

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

(iii)

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

(iv)

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

(v)

expenses of administrative personnel and services (including, but not limited to, those of a portfolio accountant, custodian or dividend paying agent charged with calculating net asset values or determining or paying dividends) as required to support the shareholders of such class of Shares;

(vi)

litigation or other legal expenses that relate to such class of Shares;

(vii)

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

(viii)

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

(ix)

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

Notwithstanding the foregoing, the Trust may not allocate advisory or class- custodial fees or other expenses related to the management of a Fund’s assets to a particular class, except that the Trust may cause a class to pay a different advisory fee to the extent that any difference in amount paid is the result of the application of the same performance fee provisions in the advisory contract of the Fund to the different investment performance of each class.

3. For all purposes under this Plan, fees and expenses “that relate to” a class of Shares are those fees and expenses that are actually incurred in a different amount by the class or that relate to a different kind or degree of services provided to the class. The officers of the Trust shall have the authority to determine, to the extent permitted by applicable law or regulation and/or U.S. Securities and Exchange Commission guidance, whether any or all of the fees and expenses described in paragraph 2 above should be allocated to a particular class of Shares. The Treasurer, any Deputy or Assistant Treasurer, or another appropriate officer of the Trust shall periodically or as frequently as requested by the Board report to the Board of Trustees regarding any such allocations.

4. For all purposes under this Plan, “Daily Dividend Fund” means any Fund that has a policy of declaring distributions of net investment income daily, including any money market fund that determines net asset value using the amortized cost method permitted by Rule 2a-7 under the 1940 Act.

5. Income and any expenses of Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the basis of the net assets of that class in relation to the net assets of the Fund, excluding the value of subscriptions receivable (the “Settled Shares Method”).

Realized and unrealized capital gains and losses of Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the basis of the net assets of that class in relation to the net assets of the Fund (the “Relative Net Assets Method”).

6. Income, realized and unrealized capital gains and losses, and any expenses of Funds that are not Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the Relative Net Assets Method.

7. Transfer agency costs vary among classes, and are calculated separately for each of (i) Class Y Shares, (ii) Class R4 and R5 Shares, and (iii) all other classes of Shares (excluding Class I Shares).

(i)

Class I Shares pay no transfer agency costs.

(ii)

Class A, B, C, E, F, R, R4, R5, T, W, Y and Z Shares pay an annual fee of $12.08 per account.

(iii)

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

(iv)

Class A, B, C, E, F, R, T, W and Z Shares reimburse sub-transfer agency fees (i) for each position held in an omnibus brokerage account for which American Enterprise Investment Services, Inc. is the broker of record or with respect to which the beneficial shareholder is a customer of Ameriprise Financial Services, Inc., at the rate of $16 per annum, calculated monthly based on the total number of positions in such account at the end of such month; and (ii) with respect to all other accounts, subject to an annual limitation of 0.20% of the average aggregate value of a Fund’s Shares maintained in such omnibus accounts for a dealer firm or transfer agent.

(v)

Class R4 and R5 Shares reimburse sub-transfer agency fees subject to an annual limitation of 0.05% of the average daily net assets of the applicable class.

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

III.

Class Arrangements.

The following summarizes the maximum initial sales loads, contingent deferred sales charges, maximum distribution fees, maximum shareholder servicing fees, maximum plan administration and/or shareholder administration fees, if any, conversion features, exchange

privileges and other shareholder service fees, if any, applicable or allocated to each class of Shares of the Trust. Additional details regarding such fees and services are set forth in the relevant Fund’s (or Funds’) current prospectus(es) and statement of additional information.

Class A Shares

Maximum Initial Sales Load:

(i)

Equity Funds (including asset allocation and balanced Funds): maximum of 5.75%.

(ii)

Fixed income Funds (other than fixed income Funds listed below): maximum of 4.75%.

(iii)

Columbia Intermediate Bond Fund, Columbia Intermediate Municipal Bond Fund, Columbia New York Intermediate Municipal Bond Fund, Columbia Massachusetts Intermediate Municipal Bond Fund, Columbia Connecticut Intermediate Municipal Bond Fund and Columbia Oregon Municipal Bond Fund: maximum of 3.25%.

Maximum Contingent Deferred Sales Charge : 1.00%

Maximum Distribution/Shareholder Servicing Fees : Pursuant to a Distribution/Shareholder Servicing Plan, Class A Shares of each Fund may pay a distribution fee of up to 0.10% and/or a service fee of up to 0.25%, as set forth in the applicable Distribution/Shareholder Servicing Plan.

Conversion Features/Exchange Privileges : Class A Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class A Shares of a Fund may generally be exchanged for Class A Shares of other Funds or funds in the same fund family (“Affiliated Funds”), subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class A Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class B Shares

Initial Sales Load : None

Maximum Contingent Deferred Sales Charge :

(a)

For all Funds other than those listed below: 5.00%

(b)

Columbia Intermediate Bond Fund, Columbia Intermediate Municipal Bond Fund, Columbia New York Intermediate Municipal Bond Fund, Columbia Massachusetts Intermediate Municipal Bond Fund, Columbia Connecticut Intermediate Municipal Bond Fund, and Columbia Oregon Intermediate Municipal Bond Fund: maximum of 3.00%.

Maximum Distribution/Shareholder Servicing Fees : Class B Shares may pay distribution and service fees pursuant to a Distribution/Shareholder Servicing Plan as described in the prospectuses as from time to time in effect. Such distribution and service fees may be in amounts up to, but may not exceed, respectively, 0.75% and 0.25% per annum of the average daily net assets attributable to such class.

Conversion Features/Exchange Privileges : Class B Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class B Shares of a Fund convert into Class A Shares as described in the then-current prospectus for such Shares of such Fund. Class B Shares of a Fund may generally be exchanged for Class B Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class B Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class C Shares

Initial Sales Load : None

Maximum Contingent Deferred Sales Charge : 1.00%

Maximum Distribution/Shareholder Servicing Fees : Pursuant to a Distribution/Shareholder Servicing Plan, Class C Shares of each Fund may pay distribution fees of up to 0.75% of the average daily net assets of such Shares and shareholder servicing fees of up to 0.25% of the average daily net assets of such Shares.

Conversion Features/Exchange Privileges : Class C Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class C Shares of a Fund may generally be exchanged for Class C Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class C Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class E Shares .

Maximum Initial Sales Load : 4.50%

Maximum Contingent Deferred Sales Charge : 1.00%

Maximum Distribution/Shareholder Servicing Fees : Class E Shares may pay distribution and service fee pursuant to a Distribution/Shareholder Servicing Plan as described in the prospectuses as from time to time in effect. Such distribution and service fees may be in amounts up to, but may not exceed, respectively, 0.10% and 0.25% per annum of the average daily net assets attributable to such class.

Conversion Features/Exchange Privileges : Class E Shares of a Fund shall have such conversion features as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class E Shares may not be exchanged for Shares of any other Fund. Class E Shares of a Fund may not be exchanged for shares of an Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class E Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class F Shares .

Initial Sales Load : None

Contingent Deferred Sales Charge : 5.00%.

Maximum Distribution/Shareholder Servicing Fees : Class F Shares may pay distribution and service fee pursuant to a Distribution/Shareholder Servicing Plan as described in the prospectuses as from time to time in effect. Such distribution and service fees may be in amounts up to, but may not exceed, respectively, 0.75% and 0.25% per annum of the average daily net assets attributable to such class.

Conversion Features/Exchange Privileges : Class F Shares of a Fund shall have such conversion features as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class F Shares may not be exchanged for Shares of any other Fund. Class F Shares of a Fund convert into Class E Shares as described in the then-current prospectus for such Shares of such Fund. Class F Shares of a Fund may not be exchanged for shares of an Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class F Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class I Shares.

Initial Sales Load : None

Contingent Deferred Sales Charge : None

Distribution/Shareholder Servicing Fees : None

Conversion Features/Exchange Privileges : Class I Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class I Shares of a Fund may generally be exchanged for Class I Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund

Other Shareholder Services : Class I Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class R Shares .

Initial Sales Load : None

Contingent Deferred Sales Charge : None

Maximum Distribution Fees : Pursuant to a Distribution/Shareholder Servicing Plan, Class R Shares of each Fund may pay distribution fees of up to 0.50% of the average daily net assets of such Shares.

Conversion Features/Exchange Privileges : Class R Shares of a Fund shall have such conversion features and exchange privileges, if any, as are

determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class R Shares of a Fund may generally be exchanged for Class R Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class R Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Class R4 Shares .

Initial Sales Load : None

Contingent Deferred Sales Charge : None

Distribution/Shareholder Servicing Fees : None

Conversion Features/Exchange Privileges : Class R4 Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class R4 Shares of a Fund may generally be exchanged for Class R4 Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class R4 Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

Plan Administration Services Fee : Class R4 Shares pay an annual plan administration services fee for the provision of various administrative, recordkeeping, communication and educational services. The fee for Class R4 Shares is equal on an annual basis to 0.25% of average daily net assets attributable to such Shares.

Class R5 Shares .

Initial Sales Load : None

Contingent Deferred Sales Charge : None

Distribution/Shareholder Servicing Fees : None

Conversion Features/Exchange Privileges : Class R5 Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class R5 Shares of a Fund may generally be exchanged for Class R5 Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

10.

Class T Shares .

Maximum Initial Sales Load :

(a)

For equity Funds: 5.75%

(b)

For fixed-income Funds: 4.75%

Maximum Contingent Deferred Sales Charge : 1.00%

Maximum Distribution/Shareholder Servicing Fees : Pursuant to a Distribution/Shareholder Servicing Plan, Class T Shares of each Fund may pay servicing fees of up to 0.50% for equity Funds and 0.40% for fixed income Funds of the average daily net assets of such Shares.

Conversion Features/Exchange Privileges : Class T Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class T Shares of a Fund may generally be exchanged for Class T Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class T Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

11.

Class W Shares .

Initial Sales Load : None

Contingent Deferred Sales Charge : None

Maximum Distribution/Shareholder Servicing Fees : Pursuant to a Distribution/Shareholder Servicing Plan, Class W Shares may pay distribution and/or shareholder servicing fees of up to 0.25% of the average daily net assets of such Shares.

Conversion Features/Exchange Privileges : Class W Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class W Shares of a Fund may generally be exchanged for Class W Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class W Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

12.

Class Y Shares .

Initial Sales Load : None

Contingent Deferred Sales Charge : None

Distribution/Shareholder Servicing Fees : None

Conversion Features/Exchange Privileges : Class Y Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. Class Y Shares of a Fund may generally be exchanged for Class Y Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class Y Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

13.

Class Z Shares.

Initial Sales Load : None

Contingent Deferred Sales Charge : None

Distribution/Shareholder Servicing Fees : None

Conversion Features/Exchange Privileges : Class Z Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund. If a shareholder becomes eligible, in accordance with the eligibility requirements described in the prospectuses as from time to time in effect, to purchase Class Z Shares of a Fund, Shares of eligible classes may be exchanged for Class Z Shares of the same Fund, subject to the terms set forth in the prospectuses. An Affiliated Fund that holds Class Z Shares of a Fund may exchange such Shares for Class I Shares of the same Fund, subject to exceptions described in the then-current prospectuses of the Affiliated Fund and Fund. Class Z Shares of a Fund may generally be exchanged for Class Z Shares of Affiliated Funds, subject to exceptions described in the then-current prospectuses of the Fund and Affiliated Fund.

Other Shareholder Services : Class Z Shares of a Fund shall have such arrangements for shareholder services as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such Shares of such Fund.

IV.

Board Review.

The Board of Trustees of the Trust shall review this Plan, including the application of the Relative Net Assets Method and the Settled Shares Method to the Funds, as frequently as it deems necessary. Prior to any material amendment(s) to this Plan, the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or Fund expenses), is in the best interests of each class of Shares of the Fund individually and the Fund as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Board of Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.


Amended and Restated:		As of September 7, 2010
Amended to update Funds and Share Classes:		June 30, 2011
Amended to add Class R shares to Columbia Bond Fund Amended to authorize each Fund to issue shares of such classes as Columbia Management Investment Distributors, Inc. may from time to time determine		November 2011 March 14, 2012

II. CODE OF ETHICS

A. General Standards

Preamble

AQR has adopted the following Code of Ethics (the “Code”) to achieve the highest level of ethical standards and compliance with federal securities laws (Please see the Defined Terms section). AQR’s Code is comprised of the General Standards, the Personal Trading Policy, and the Policy to Prevent the Misuse of Material Non-Public Information. The Code is designed to reasonably prevent any Covered Person;

•

from employing a device, scheme or artifice to defraud any person;

•

from making to any person any untrue statement of a material fact or omit to state to a fund or any client a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

•

from engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person;

•

from engaging in a manipulative practice with respect to a any client; in connection with purchase or sale of a security held or to be acquired by any person; and

•

from violating federal and state securities laws.

As a fiduciary, AQR owes its clients more than honesty and good faith alone. AQR has an affirmative duty to act in the best interests of its clients and to make full and fair disclosure of all material facts, particularly where AQR’s interests may conflict with those of its clients.

Pursuant to this duty, AQR must at all times act in its clients’ best interests, and AQR’s conduct will be measured against a higher standard of conduct than that used for mere commercial transactions. Among the specific obligations that the SEC has indicated flow from an adviser’s fiduciary duty are:

•

a duty to have a reasonable, independent basis for its investment advice;

•

a duty to obtain best execution for clients’ securities transactions where the adviser is in a position to direct brokerage transactions;

•

a duty to ensure that its investment advice is suitable to the client’s objectives, needs and circumstances;

•

a duty to refrain from effecting personal securities transactions inconsistent with client interests; and

•

a duty to be loyal to clients.

Each employee owes the same fiduciary responsibilities to AQR’s clients as set forth above.

1. Antifraud Provision

It is unlawful for any AQR employee to directly or indirectly:

•

employ any device, scheme, or artifice to defraud any client or prospective client;

•

to engage in any transaction, practice, or course of business that operates as a fraud or deceit upon any client or prospective client;

•

act as a principal for its own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of any such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining consent of the client and CCO or designee to such transaction; or

•

to engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative.

2. Conflicts of Interest

Potential conflicts of interest may exist between AQR and its advisory clients. To the extent an activity causes a potential conflict, AQR will disclose the nature of the activity giving rise to the conflict. Prior to engaging in any potentially conflicting business activity AQR employees must obtain approval from the CCO or designee.

Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, as amended (“Advisers Act”) address conflicts of interest that may arise in an investment advisory relationship, even though the conflicts may not specifically involve prohibited activities. Potential conflicts of interest and the higher standard of disclosure to which they are subject, include but are not limited to:

•

when an adviser receives compensation, directly or indirectly, from a source other than the client for recommending a security, the adviser must disclose the nature and extent of the compensation ( e.g ., when an adviser receives products and services from a consultant, directly or through an affiliate or subsidiary as a package of “bundled” services);

•

when an adviser or an affiliate of the adviser has an interest ( e.g. , selling commissions, etc.) in an investment being recommended, the extent of the adviser’s interest must be disclosed;

•

when an adviser or an affiliate will be buying or selling the same securities as a client, the client should be informed of this fact and also whether the adviser (or the affiliate) is or may be taking a position inconsistent with the client’s position; and

•

when an adviser or related party compensates a third party for referring a client, the material terms of the arrangement must be disclosed to, and acknowledged, by the client.

Reporting Personal Conflicts of Interest

AQR employees are required to report any conflict of interest or perceived conflict of interest mentioned above. In addition, AQR employees must report personal conflicts or perceived personal conflicts that may exist between them and AQR/CNH or AQR/CNH’s clients. Potential areas of personal conflicts include but are not limited to:

•

Outside business activities (see the Policy for Outside Activities Section of this Compliance Manual)

•

Giving and accepting gifts in relation to AQR/CNH’s business (see the Giving and Accepting Gifts Section of this Compliance Manual)

•

Political contributions in relation to AQR/CNH’s business (see the Political Contributions Section of this Compliance Manual)

•

Personal securities transactions (see Item B of this Section of the Compliance Manual)

•

A family member that controls or is employed by a broker/dealer, bank, investment advisor, pension plan, or AQR/CNH client.

•

A loan to an AQR/CNH client (or their employees) or service provider (or their employees).

3. Enforcement of Fiduciary Duty

AQR has adopted the procedures set forth in this Code to ensure that AQR and its employees fulfill its fiduciary obligations to its clients. Every employee is responsible for understanding and complying with the rules and procedures set forth in this Code and the Compliance Manual.

4. Compliance Manual Adherence

FAILURE TO COMPLY WITH THE RULES AND REQUIREMENTS SET FORTH IN THE COMPLIANCE MANUAL OR OTHER POLICIES AND PROCEDURES, CONSTITUTES A BREACH OF AN EMPLOYEE’S OBLIGATION TO CONDUCT HIM/HERSELF IN ACCORDANCE WITH AQR’S CODE, AND IN CERTAIN CASES MAY RESULT IN A VIOLATION OF LAW. APPROPRIATE REMEDIAL ACTION BY AQR MAY INCLUDE CENSURE, RESTRICTION ON ACTIVITIES, OR SUSPENSION OR TERMINATION OF EMPLOYMENT.

EMPLOYEES ARE ALSO REQUIRED TO PROMPTLY REPORT ALL VIOLATIONS OF THE COMPLIANCE MANUAL AND THE CODE TO THE CCO OR DESIGNEE.

5. Sanctions

Violations of these policies may result in penalties ranging from cancellation of an offending trade (with any resulting loss charged to you and any profits forfeited to charity) to a letter of censure, suspension from employment or termination of employment with AQR. In addition, AQR may, in its sole and absolute discretion, suspend or revoke personal trading privileges.

An incidental failure to comply with the Code is not necessarily a violation of law or AQR’s principles of business conduct. Isolated or inadvertent violations of the Code not resulting in a violation of the law will be referred to the General Counsel or CCO. They will determine the disciplinary action commensurate with the violation, if warranted, that will be imposed.

Violations involving Prohibited Transactions, as defined in Section B(5) below may require the sale of any open positions and disgorgement of any profits realized from the prohibited transaction(s). A pattern of violations that individually do not violate the law but which taken together demonstrate a lack of respect for the Code, may result in disciplinary action, including termination of employment. A violation of the Code resulting in a violation of the law will lead to disciplinary action that may include termination of employment or referral of the matter to the appropriate regulatory agency for civil or criminal investigation.

B. Personal Trading Policies

1. Holdings and Transactions Covered By the Personal Trading Policy

(a)

Investment Holdings and Transactions Controlled By Covered Persons

This policy will apply to all transactions and holdings of Covered Securities that are Beneficially Owned by a Covered Person.

Notwithstanding the above, proprietary accounts and accounts that are managed with complete and sole discretionary authority by an independent third-party (including accounts at AQR/CNH that are managed by someone other than the Covered Person) are exempt from the Code’s Pre-Clearance requirement ( Except for Item 6(a) below ) and the Prohibited Transaction rules ( Except for Items 5(e), 5(f) and 5(g) below ); (a) if a copy of the account management agreement or other governing document is given to the CCO or designee and (b) unless the CCO or designee disapproves the account management agreement.

If you intend to acquire a Covered Security, derivative (e.g. swap) or other financial instrument that is not identified in Item 6(c) of this section (Pre-Clearance of Transactions) and do not have an exemption noted in Item 2(e) of this section, prior to effecting any transaction in such instrument you must obtain approval from the Compliance Department.

Questions regarding beneficial ownership should be directed to the CCO or designee.

(b)

Investment Control by Members of Household

The policy will cover holdings and transactions in Covered Securities Beneficially Owned by Members of Household.

Agreements of non-disclosure cannot be used for: joint accounts; accounts in which a minor is the beneficial owner; and where investment control is shared with a Covered Person.

2. Reporting Requirements

(a)

Initial Disclosure of Holdings and Brokerage Accounts

Every Covered Person must disclose all of his/her personal accounts and securities holdings within ten (10) days of the time he or she is hired. Holdings must be current as of a date not more than 45 days prior to the date the individual becomes a Covered Person. This includes Private Investments (e.g. Limited Offering or Private Placement) and all Covered Securities not held at a broker/dealer.

Covered Persons are generally permitted to maintain personal accounts with the Approved Brokers (Appendix 1 of this section) of his/her choice.

In addition, each new employee is required to sign a Compliance Manual Certification (Appendix 2 of this section or intranet based equivalent) indicating that he/she has read, understands and will adhere to the Compliance Manual and submit it with the Initial Personal Securities Holdings Report (Appendix 3 of this section).

(b)

Opening a New Account

Prior to the commencement of trading, all employees must promptly report the opening of any new Covered Account to the Compliance department. Covered Persons must use Approved Brokers.

However, brokerage accounts that were in place prior to March 9, 2006, and accounts controlled by a former employer that restrict purchases will be exempt from the Approved Broker policy

(c)

Duplicate Trade Confirmations and Statements

Every Covered Person and Members of Household of such Covered Person must arrange for duplicate copies of all trade confirmations and monthly statements for his/her Covered Accounts to be sent to the Compliance Department. The monthly brokerage statements must be received by the Compliance Department within 10 days of the end of the month and must disclose the following information with respect to each transaction:

•

The title, quantity and principle amount of the security involved;

•

The date and nature of the transactions (i.e., purchase, sale or other acquisition or disposition);

•

The price at which the transaction was effected; and

•

The name of the broker, dealer or bank with or through whom the transaction was effected.

(d)

Quarterly Transaction Reports

For each securities transaction (e.g., transactions involving Limited Offerings such as private placements, hedge funds and limited partnerships) that does not appear on a trade confirmation or brokerage statement, the Covered Person must provide the Compliance Department the same information enumerated above within ten (10) days of the end of the calendar quarter during which the transaction occurred.

(e)

Reporting Exemptions

Covered Persons need not report:

Securities transactions and holdings involving direct obligations of the United States Government;

Transactions and holdings in money market securities including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

Shares issued by unaffiliated SEC registered open-end investment companies (mutual funds, including money market funds and variable insurance products);

Securities transactions over which neither AQR/CNH or any related employee has any direct or indirect beneficial ownership;

Units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

Covered Persons should consult the CCO or designee if there are any questions about whether one of the exemptions listed above applies to a given Covered Security transaction.

(f)

Annual Certification

On an annual basis each Covered Person is required to report and certify to the holdings in all Covered Securities and certify to all transactions in Covered Securities. This is accomplished by utilizing an online solution.

3. Restricted Securities

Certain transactions in which AQR engages may require - for either business or legal reasons - that accounts of any client or personal accounts of employees do not trade in the subject securities for specified time periods. A security will be designated as “restricted” if AQR/CNH is involved in a transaction that places limits on the aggregate position held by the accounts in that security. No employee may engage in any trading activity with respect to a security while it is designated as restricted without the consent of the CCO or designee. The CCO or designee will determine which securities are restricted.

Restrictions with regard to designated securities are also considered to extend to options, rights or warrants relating to those securities and any securities convertible into those securities.

4. Prohibition of Front-Running

Employees are not permitted to purchase or sell any security of an issuer if he/she knows that a portfolio managed by AQR has a pending material order to buy or sell the same issuer. This policy is designed to prevent personal gain based upon the investment activities or recommended investment activities of any client account.

5. Prohibited Transactions

Covered Person must adhere to the following:

(a)

A Covered Person must not engage in any act, practice or course of conduct, which would violate the provisions of this Code.

(b)

A Covered Person must not purchase or sell Securities, while possessing material nonpublic information regarding any issuer of the Securities, until the information becomes public or is no longer considered material. Please refer to Policy to Prevent the Misuse of Material Non-Public Information.

(c)

A Covered Person must not execute a transaction in a Covered Account if an order for a portfolio managed by AQR, CNH or AQR’s proprietary account has a pending order for the same issuer and is greater than 1% of an issuer’s three-month average daily dollar volume.

(d)

A Covered Person must not engage in equity short sales. If a Covered Person commences employment or has an outstanding position in a short sale prior to the imposition of this policy, such position may wind down within a reasonable time not to exceed 120 days. The CCO or designee must be notified prior to the wind down.

(e)

A Covered Person must not purchase and sell, or sell and purchase, the same stock or equivalent (exchange traded funds, unit trusts and closed-end funds based on one issuer or a Narrow-Based Securities Index) within 30 calendar days. Exceptions may be granted by CCO or designee under certain circumstances (i.e. extreme financial need).

This policy does not apply to Broad Based unaffiliated, closed-end funds, unit trusts, exchange traded index funds or those securities that have a Reporting Exemption (see item B(2)-e above) .

(f)

A Covered Person must not write, purchase or sell an equity option that has a maturity of less than 90 calendar days.

(g)

A Covered Person must not write, purchase or sell an equity option within 30 calendar days following the purchase or sale of the same issuer’s stock or equivalent. A Covered Person must not transact in a stock for which they wrote, purchased or sold an option within 30 calendar days. This policy does not apply to options where the underlying security is a broad based closed-end fund, unit trust, exchange traded fund or index.

(h)

Commencing the day after the writing, purchase or sale of an option contract (or contracts) no other option contract can be written, bought or sold for that same issuer within 30 calendar days. However, the identical option contract (or contracts) can be written, bought or sold after the initial transaction provided that the Covered Person is trading in the same direction as the initial transaction and that the time to expiration of the contract (or contracts) is over 90 calendar days.

(i)

A Covered Person must not purchase or sell security futures or futures based on a Narrow-Based Securities Index.

(j)

A Covered Person must not acquire any Securities in an initial public offering, or secondary offering.

(k)

A Covered Person must not trade in a security listed on AQR/CNH’s restricted list, without the consent of the CCO or designee.

6. Pre-Clearance of Transactions

(a)

Each employee is required to obtain permission from the CCO or designee prior to effecting any transaction in Securities of a Limited Offering (i.e. Private Placement, hedge funds, investment clubs, etc).

See Appendix 4 of this section: Limited Offering and Private Placement Approval Form.

When considering requests for participation in Limited Offerings, the CCO or designee will take into account the specific facts and circumstances of the request prior to reaching a decision. These factors include, among other things, whether the opportunity is being offered to an individual by virtue of his or her position with AQR/CNH, or his or her relationship to an AQR/CNH client. The CCO or designee will also consider whether the client account is authorized to invest in Securities of the issuer. At his/her discretion, the CCO or designee may request any and all information and/or documentation necessary to satisfy him/herself that no actual or potential conflict, or appearance of a conflict, exists between the proposed Limited Offering and the interest of any AQR/CNH client account.

(b)

Prior to arranging a personal loan with a financial institution that will be collateralized by securities; an employee must obtain the approval of the CCO or designee. If the loan is approved, the employee must supply the CCO or designee with a memorandum containing the name of the financial institution, identifying the security used as collateral, and describing the purpose of the loan.

(c)

Each employee is required to obtain permission from the Compliance Department prior to effecting any transaction in:

•

Stock

•

Options (with maturities of 90 days or greater)

•

Exchange traded funds, unit trusts and closed-end funds based on one issuer or a Narrow-Based Securities Index

•

Real estate investment trusts (please see Item 2-B(5)e above for exception)

•

Affiliated Mutual Funds (Please see Appendix 5) Note: This does not apply to transactions in the AQR Funds listed on the AQR 401k platform.

•

Convertible bonds

•

Corporate bonds

•

Broad-Based index futures

•

Commodities

Transactions must not be executed until the Compliance Department has given approval in writing. Pre-Clearance requests must be submitted by 10:30 AM on any given trading day. All requests following the 10:30 AM cutoff will be denied. In addition, pre-clearance approval is effective only on the date of approval. For pre-clearance approval after that date, a new pre-clearance request must be submitted.

Please see Appendix 6 of this section for a helpful Quick Reference. The Quick Reference in no way modifies this policy: it is merely for reference.

Pre-Clearance for any item set forth in (3) above can be processed through an intranet based system. The date of approval is indicated on the approval e-mail sent by the Compliance Department.

In determining whether pre-clearance for any transaction should be granted, the CCO or designee will review the transaction for compliance with these rules and procedures, as well as for any other indications of any conflict of interest or violation of law or policy. The CCO or designee may at any time disapprove any personal securities request if they perceive a conflict of interest may arise.

If clearance is granted, there may be a possibility that the trade will be subsequently deemed impermissible. Facts and circumstances that may occur, post clearance, may compel the CCO or designee to require a reversal of the trade and disgorgement of any resulting gains to a charity designated by the Covered Person.

If the CCO or designee determines that a particular Covered Person does not have access to or has only limited access to client transactions, this rule may not apply fully.

C. Policy to Prevent the Misuse of Material Non-Public Information

1. Insider Information

Investment advisers often may have access to material information that has not been publicly disseminated. Federal and state securities laws prohibit any purchase or sale of securities on the basis of material non-public information, or where it was obtained under circumstances contemplating that it would not be used for personal gain, and in certain other circumstances. In addition, “tipping” of others about such information is prohibited. The persons covered by these restrictions are not only “insiders” of publicly traded companies, but also any other person who, under certain circumstances, learns of material non-public information about a company, such as attorneys, accountants, consultants or bank lending officers.

Violation of these restrictions has severe consequences for both AQR and its employees. Trading on inside information or communicating inside information to others is punishable by imprisonment of up to ten years and a criminal fine of up to $1,000,000. In addition, employers may be subjected to liability for insider trading or tipping by employees. Broker-dealers and investment advisors may be held liable for failing to take measures to deter securities laws violations where such failure is found to have substantially contributed to or permitted a violation.

Section 204A under the Advisers Act requires all SEC registered investment advisers to establish, maintain and enforce written policies and procedures to prevent the misuse of material, nonpublic information.

(a)

No employee shall engage in any transaction involving the purchase or sale of securities during any period commencing with the date on which any material information concerning a company with whom the firm does business is known to the employee, but has not been disclosed to the public, and ending when the CCO or designee determines that the information to be fully disseminated.

(b)

Employees having access to internal financial statements of entities doing business with the firm should scrutinize with particular care any transactions involving the purchase or sale of securities of such entities during the latter part of any fiscal quarter and ending with the close of business on the second day following the day of the public disclosure of the quarterly or annual financial results.

(c)

Employment at AQR may from time to time expose employees to material non-public information regarding companies in which accounts managed by AQR/CNH (“Client Accounts”) hold an investment. Such information is to be considered as strictly confidential by all employees, and employees shall take all appropriate steps to preserve the confidentiality of such information. For example, employees should restrict access to files or computer records containing confidential information, should never leave confidential documents in unattended rooms and should never copy confidential documents for their personal use.

(d)

All Client and AQR/CNH proprietary information (this includes trade information) can only be revealed to other personnel (this includes AQR/CNH employees) on a need to know basis .

(e)

Employees are strictly prohibited from trading on behalf of their personal accounts or any Client Account on the basis of any inside information. All employees are strictly prohibited from trading for their personal accounts on the basis of information obtained as the result of their employment with AQR.

(f)

Employee may have to forego a proposed transaction in securities even though he/she planned to make the transaction before he/she learned of the undisclosed material information, and even though he/she may suffer an economic loss or forego anticipated profit by waiting.

(g)

Unless there is a strict need to know, no employee shall disclose material non-public information to any person, including, but not limited to, the immediate families of employees.

(h)

In every case where you, as an employee of the firm, know of non-publicly available information that you think could possibly affect an investor’s investment decision regarding securities or affect the market price of securities if it were publicly available, you must consult with the CCO or designee before buying or selling any securities.

2. Forms of Material Information

Information is considered “material” if it is information that a reasonable investor would consider important in deciding whether to purchase or sell a security. The information may or may not change an actual investment decision. It is material information if it is something that would have actual significance in the deliberations of the reasonable investor.

Material information may include information about:

•

A company’s earnings estimates;

•

The gain or loss of a significant customer or client;

•

Dividend changes or the declaration of a stock split;

•

The borrowing of significant funds;

•

A new offering of securities;

•

A major labor dispute;

•

A new joint venture;

•

An agreement or proposal for an acquisition or merger;

•

A significant sale of assets or the disposition of a subsidiary;

•

Major litigation;

•

Liquidity problems;

•

Management changes;

•

Any other significant company developments.

Information about investment decisions by AQR/CNH may also be material inside information. Trading ahead of transactions for AQR/CNH’s clients may constitute insider trading as well as “front running”. (See Section B(4) of the Code of Ethics)

3. Non-Public Information

Information is considered non-public until it has been fully disclosed and disseminated to the public. Information in a major publication, on a major wire service or contained in an SEC filing would be considered public. Under current SEC guidance, however, information contained on a company web site is not necessarily public at the moment it appears.

According to the SEC, depending upon the nature of the publication, it may be necessary to allow two or three business days for information to be considered fully disseminated to the public. However, information may be fully disseminated to the public nearly instantaneously if published on major wire service, or similar mass distribution.

Employees should assume that all information obtained in the course of their employment is not public unless the information has been disclosed by means of a press release, wire service, newspaper, telecommunications network, proxy statement or prospectus or in a public filing made with a regulatory agency, or is otherwise available from public disclosure services. The issue of what constitutes a “reasonable opportunity to value the information” is a question of fact and circumstances that will need to be determined on a case-by-case basis. The CCO or designee (which may include consultation with outside legal counsel) will make any such determination. No inside information in the possession of any employee of AQR will be deemed to have become public prior to the CCO’s or designee’s determination.

4. Reporting Obligations

In order to effectively maintain adherence to these policies you must always do the following:

•

Immediately after an employee becomes aware of material non-public information, under any circumstances, he/she must inform the CCO or designee in order for that security or company to be added to a Watch list/Restricted List

•

The CCO or designee must be informed of any investment related discussion with an issuer as soon as practically possible.

•

If you receive information from an issuer in the ordinary course of business and have any concern that the issuer may not have publicly disclosed the information, please contact the CCO or designee immediately.

A Watch List is a set of procedures by which the CCO or designee monitors trading in specific securities for the purpose of detecting any improper activity. The purpose of a Watch List is to allow this monitoring without alerting the entire firm and without having to impose a general trading restriction.

A Restricted List is a set of procedures by which the CCO or designee restricts trading in certain securities in order to prevent improper activity. The Compliance Department administers the Restricted List procedures and investigates any indications of violations. Unless otherwise expressly indicated, the restrictions imposed by the Restricted List apply to trading in employees’ personal accounts, proprietary accounts, sponsored funds and client portfolios. (See Section B(3) of the Code of Ethics)

5. Trading Affiliated Managers Group Securities

•

Because of AQR’s relationship with Affiliated Managers Group, Inc. (“AMG”), AQR has adopted special trading procedures for AMG securities. AQR’s investment management team is prohibited from purchasing or selling AMG securities for AQR/CNH sponsored funds, proprietary accounts and client accounts unless specifically approved by the CCO or designee.

•

AQR Covered Persons are prohibited from trading AMG securities in their Covered Accounts three business days after AMG issues a press release regarding quarterly or annual earnings (an “Earnings Release”) (with the date of the Earnings Release being counted as the first business day) and within 14 calendar days prior to the final day of the quarter in which such Earnings Release will be made public.

•

Covered Persons are required to pre-clear (as described in Section B(6)-3 of the Code) all transactions in AMG securities (i.e. fixed income and equity).

6. Annual Certification

On an annual basis, each employee (not including Members of Household) is required to certify that he/she has read, understands and will adhere to the Compliance Manual. If an employee commences employment less than 90 days prior to the year-end and the Code is not amended in the same period, an annual certification will not be required.

APPENDIX 1

AQR’S APPROVED BROKERS

TD Ameritrade, Inc.

Merrill Lynch

E*Trade

Charles Schwab

Fidelity Investments

UBS

Interactive Brokers

Updated: 3/10/2010

Appendix 2

AQR’S COMPLIANCE MANUAL CERTIFICATION

I certify that I have read AQR’s Compliance Manual and understand such policies and procedures, and agree to abide in all respects to their terms. I also understand that a violation of any firm policy may subject me to disciplinary action, including termination of employment.


Date:


(Print name)


(Signature)

Appendix 3

INITIAL PERSONAL SECURITIES HOLDINGS REPORT

In accordance with AQR’s Code of Ethics, please provide a list of all accounts that have Covered Securities in which you or a Member of Household have Beneficial Interest. This includes not only securities held by brokers and futures commission merchants (FCMs), but also securities held at home, in safe deposit boxes, or by an issuer.


Name On Account	Name of Broker	Account Number	Brokers Phone #


Type of Transaction	Confirmation & Statements or Quarterly Reporting	Pre-clearance	Annual Holdings Report
Limited Offerings	Yes	Yes	Yes
Stock	Yes	Yes	Yes
Exchange Traded Funds, Unit Trusts and Closed-end Funds	Yes	No	Yes
Exchange Traded Funds, Unit Trusts and Closed-end Funds based on one issuer or a Narrow-Based Securities Index	Yes	Yes	Yes
REITs	Yes	Yes	Yes
Affiliated Mutual Funds Note: This does not apply to transactions in the AQR Funds listed on the AQR 401k platform.	Yes	Yes	Yes
Corporate Bonds and Convertible Bonds	Yes	Yes	Yes
Broad Based Index Futures	Yes	Yes	Yes
Commodity Futures	Yes	Yes	Yes
Municipal Bonds	Yes	No	Yes
Money Market securities: including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments	No	No	No
Unaffiliated Open-end Mutual Funds	No	No	No
U.S. Government Bonds	No	No	No

Prohibited Transactions

•

IPOs

•

Equity Short-Sales

•

Security futures or futures based on a Narrow-Based Securities Index

•

Short Term Stock Trading Within 30 Days

•

Stock Options that have a maturity of less than 90 days – Prohibited

•

Transact in a stock for which they wrote, purchased or sold an option within 30 calendar days.

•

Commencing the day after the writing, purchase or sale of an option contract (or contracts) no other option contract can be written, bought or sold for that same issuer within 30 calendar days. (The identical option contract (or contracts) be can written, bought or sold after the initial transaction provided that the Covered Person is trading in the same direction as the initial transaction and that the time to expiration of the contract (or contracts) is over 90 calendar days.)

•

Write, purchase or sell an equity option within 30 calendar days following the purchase of the same issuer’s stock or equivalent.

For each account, listed above, attach the most recent account statement listing securities in that account. If you own securities that are not listed in an attached account statement, list them below. (For each Private Placement please complete the Limited Offering and Private Placement Approval form):


	Name of Security	Quantity	Value	Principal Amount	Custodian

1.

2.

3.

4.

(Attach separate sheet if necessary)

I certify that this form and the attached statements (if any) constitute all of the Securities in my Covered Accounts and related accounts.



						Employee Signature


						Print Name

Date:

Appendix 4

LIMITED OFFERING AND PRIVATE PLACEMENT APPROVAL

Personal Information:


Name: Group:


Investment Information:

Date of initial investment:

Amount of investment: Percentage owned:

Issuer (Company) Name:

Type of investment:

Is there any relationship between the Company and AQR/CNH

Will you provide a service to this firm, other than a passive investment?

Name of Senior Officers of Company:



How did you learn of the opportunity?

Please attach supporting documents (e.g. offering circular, PPM, subscription agreement…)

Certification

To the best of my knowledge,

a)	all of the information listed above accurate;

b)	this transaction is not potentially harmful to any client portfolios, managed by AQR/CNH;

c)	none of the client portfolios managed by AQR/CNH has a pending order in the security listed above; and

d)	the requested transaction will not result in a misuse of material inside information or in any conflict of interest or impropriety with regard to any accounts managed by AQR/CNH.

I will notify the CCO or designee if and when I learn of the company going public or of any expected public offering by the company.


Signature

DEPARTMENTAL USE

Date Received:

Date Approved/Disapproved: Approved By:

Appendix 5

AFFILIATED MUTUAL FUNDS

AQR Funds – any fund that AQR is the advisor or Subadvisor for

GuideStone Funds – International Equity Fund

MGI Funds – US Small/Mid Cap Value Equity Fund

Russell Investment Company – Russell International Developed Markets Fund

Russell Investment Company – International Securities Fund

Russell Investment Company – LifePoints Funds:

2017 Retirement Distribution Fund – A Shares

2017 Accelerated Distribution Fund – A Shares

2027 Extended Distribution Fund – A Shares

SEI Institutional Investments Trust – Small Cap Fund

SEI Institutional Managed Trust – Small Cap Fund

SEI Institutional Managed Trust – Small Cap Growth Fund

Australia

AQR DELTA Offshore Fund (AUD), L.P.

AQR Global Enhanced Equity Fund

AQR Global Long-Short Equity Fund

AQR Global Long-Short Equity Plus Fund

AQR R.C. Equity Australia Fund

BT Institutional Core Global Share Sector Trust

BT Institutional International Share Interfund

BT International Fund

BT Wholesale Core Hedged Global Share Fund

Commonwealth Global Shares Fund 8

Europe

Etoile Multi Gestion – The Pan European Equity Fund

Russell Qualified Investment Funds PLC – GTAA Plus Fund

Updated: 3/10/2010

Appendix 6


Name On Account	Name of Broker	Account Number	Brokers Phone #


Type of Transaction	Confirmation & Statements or Quarterly Reporting	Pre-clearance	Annual Holdings Report
Limited Offerings	Yes	Yes	Yes
Stock	Yes	Yes	Yes
Exchange Traded Funds, Unit Trusts and Closed-end Funds	Yes	No	Yes
Exchange Traded Funds, Unit Trusts and Closed-end Funds based on one issuer or a Narrow-Based Securities Index	Yes	Yes	Yes
REITs	Yes	Yes	Yes
Affiliated Mutual Funds Note: This does not apply to transactions in the AQR Funds listed on the AQR 401k platform.	Yes	Yes	Yes
Corporate Bonds and Convertible Bonds	Yes	Yes	Yes
Broad Based Index Futures	Yes	Yes	Yes
Commodity Futures	Yes	Yes	Yes
Municipal Bonds	Yes	No	Yes
Money Market securities: including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments	No	No	No
Unaffiliated Open-end Mutual Funds	No	No	No
U.S. Government Bonds	No	No	No

Prohibited Transactions

•

IPOs

•

Equity Short-Sales

•

Security futures or futures based on a Narrow-Based Securities Index

•

Short Term Stock Trading Within 30 Days

•

Stock Options that have a maturity of less than 90 days – Prohibited

•

Transact in a stock for which they wrote, purchased or sold an option within 30 calendar days.

•

Commencing the day after the writing, purchase or sale of an option contract (or contracts) no other option contract can be written, bought or sold for that same issuer within 30 calendar days. (The identical option contract (or contracts) be can written, bought or sold after the initial transaction provided that the Covered Person is trading in the same direction as the initial transaction and that the time to expiration of the contract (or contracts) is over 90 calendar days.)

•

Write, purchase or sell an equity option within 30 calendar days following the purchase of the same issuer’s stock or equivalent.

QUICK REFERENCE

If clearance is granted, there may be a possibility that the trade will be subsequently deemed impermissible. Post clearance facts and circumstances may compel the CCO or designee to require reversal of the trade and disgorgement of any resulting gains to a charity designated by the Covered Person. This may occur because of a post clearance client or proprietary order or an intra-day restricted list posting

LOGO

Dalton, Greiner, Hartman, Maher & Co., LLC

Code of Ethics


1 of 33		Revised: April 16, 2010

DALTON, GREINER, HARTMAN, MAHER & CO., LLC

CODE OF ETHICS MANUAL

APRIL 16, 2010

INTRODUCTION

The Securities & Exchange Commission (SEC) adopted Rule 204A-1, under the Investment Advisers Act of 1940, requiring all registered investment advisers to adopt a written code of ethics. The rule requires an adviser’s code of ethics to set forth standards of conduct and require compliance with Federal securities laws.

The management of Dalton, Greiner, Hartman, Maher, & Co., LLC (the “Firm”) has always been committed to maintaining the highest legal and ethical standards. These values are codified in the Firm’s Code of Ethics (the “Code”).

The Code sets out basic principles to guide the day-to-day business activities of all registered portfolio managers and other employees, officers and directors of Dalton, Greiner (the “Firm”). The overall policy underlying this Code is that the Firm expects that its directors, officers and employees (“Covered Persons”) will follow the highest standards of honest conduct and business ethics in all aspects of their activities on behalf of the Firm and that they will not cheat, lie to or steal from the Firm, its members, clients, vendors or fellow directors, officers or employees. In addition, all Covered Persons are expected to comply with the spirit and letter of all applicable laws, regulations and Firm policies, and be sensitive to, and act appropriately in, situations that may give rise to actual as well as apparent conflicts of interest or violations of this Code.

This Code operates in conjunction with all other Firm policies and procedures. When this Code conflicts with another Firm policy or procedure, the more restrictive provision shall apply. This Code is not intended to cover every ethical issue that a Covered Person may confront while working for the Firm. Covered Persons are expected to use sound judgment and act in accordance with the highest ethical standards when confronted with ethical issues that are not covered by his Code and with all other Firm policies and procedures applicable to that’s person’s department.

All Covered Persons (including temporary employees and outside investment consultants) must familiarize themselves with the information, guidelines and procedures contained in this Manual. Any questions regarding these issues should be directed to the Firm’s Chief Compliance Officer. As used in this Manual, “Chief Compliance Officer” shall refer to Thomas F. Gibson or his Designee.

The capitalized terms used in this Code are defined in Section T below.


2 of 33		Revised: April 16, 2010

TABLE OF CONTENTS


A.	APPLICABILITY	4

B.	COMPLIANCE WITH LAWS AND REGULATIONS	4

C.	CONFIDENTIAL INFORMATION	5

D.	PERSONAL SECURITIES TRANSACTIONS	7

E.	REPORTING AND ADDITIONAL COMPLIANCE PROCEDURES	11

F.	SANCTIONS	12

G.	EXCEPTIONS	12

H.	PROHIBITIONS ON INSIDER TRADING	13

I.	CONFLICTS OF INTEREST	15

J.	GENERAL BUSINESS PRACTICES	16

K.	FAIR DEALING	17

L.	SAFEGUARDING ASSETS AND PROPERTY	17

M.	ACCURACY OF BOOKS AND RECORDS	18

N.	ACCURATE PUBLIC DISCLOSURE AND REPORTING	18

O.	TREATMENT OF OTHERS	19

P.	FRATERNIZATION	19

Q.	COMPLIANCE WITH THE CODE OF ETHICS	20

R.	RECORDKEEPING	21

S.	FORM ADV PART II DISCLOSURE	22

T.	DEFINITIONS	22

U.	EXHIBITS TO THE CODE	25


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A.	APPLICABILITY

(I)	The Code applies to each of the following:

The Firm.

Any officer or employee of the Firm or Affiliates of the Firm (as defined below) whose job regularly involves him or her in the investment process. This includes the formulation and making of investment recommendations and decisions, the purchase and sale of securities for the Firm’s clients and the utilization of information about investment recommendations, decisions and trades. Due to the manner in which the Firm and the Affiliates of the Firm conduct their business, every employee should assume that he is subject to the Code unless the Chief Compliance Officer specifies otherwise.

Any natural person who controls any of the Firm or Affiliates of the Firm, and who obtains information regarding the Firm’s investment recommendations or decisions. However, a person whose control arises only as a result of his official position with such entity is excluded.

Any officer, general partner or person performing a similar function for the Firm or Affiliates of the Firm even if he has no knowledge of and is not involved in the investment process.

Non-interested directors will not have access to or means of access to non-public information about client transactions, portfolio holdings or the Firm’s recommendations, without prior approval by the Chief Compliance Officer.

B.	COMPLIANCE WITH LAWS AND REGULATIONS

The financial services industry is governed by numerous laws and regulations adopted by a variety of governments, government agencies, regulators and other entities. The Firm, as a participant in the financial services industry, is subject to many of these laws and regulations. Obeying both the letter and spirit of all applicable laws and regulations is critical to the Firm’s ability to accomplish its objectives. In everything that they do on behalf of the Firm, Covered Persons must use care not to violate any law or regulation. Each Covered Person is responsible to know, understand and follow the law and regulations that apply to his or her responsibilities on behalf of the Firm. While no Covered Person is expected to be an expert on all applicable laws and regulations, they are expected to know the laws and regulations well enough to recognize when an issue arises and to seek the advice of the Firm’s Compliance Department.


4 of 33		Revised: April 16, 2010

C.	CONFIDENTIAL INFORMATION

The Firm stands in a fiduciary relationship to its clients; consequently, all employees shall carry out their duties with utmost fidelity to the client and solely in the client’s best interests. In this regard, the professional judgment of all Covered Persons shall be exercised free of all compromising influences and loyalties.

Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Firm’s clients. An employee may not induce or cause a client to take action, or not to take action for the employee’s personal benefit, rather than for the benefit of the client. For example, a Covered Person would violate this Code by causing a client to purchase a Security he or she owned for the purpose of increasing the price of that Security.

Covered Persons may not cause or attempt to cause any client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Covered Person. If a Covered Person stands to benefit materially from an investment decision for a client, and the Covered Person is making or participating in the investment decision, then the Covered Person must disclose the potential benefit to independent persons with authority to make investment decisions for the client (or, if the Covered Person in question is the sole person with authority to make investment decisions for the client, to the Chief Compliance Officer). The person to whom the client reports the interest, in consultation with the Chief Compliance Officer, must determine whether or not the Covered Person will be restricted in making or participating in the investment decision.

Covered Persons shall treat all information received from clients or information relating to client accounts with utmost confidentiality and shall not, without the prior written consent of the client, disclose such information to any other person except as necessary to perform their duties on behalf of the Firm or as required by law. In no case may information about a client be used for the personal benefit of any person other than the client.

Covered Persons shall treat all personal information received from employees with utmost confidentiality and shall not, without the prior written consent of the employee, disclose such information to any other person except as required to perform Firm business or as required by law. In no case may information about an employee be used for the personal benefit of any person other than the employee.

Covered Persons shall not use their knowledge of client portfolio transactions to profit by the market effect of such transactions. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with a client could call into question the exercise of a Covered Person’s independent judgment.


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No Covered Person shall take or receive, directly or indirectly, any share in the profits (whether by income, appreciation, or otherwise) or losses of any client account.

No Covered Person shall accept any orders or directions with respect to a client’s account from any non-client source without the prior written authorization of the client.

No Covered Person shall warrant or guarantee the present or future value or price of, or return on, any Securities, or that any Firm or issuer will fulfill its representations, promises or obligations.

10.

No Covered Person shall agree to purchase any security from a client’s account for the Covered Person’s account, the Firm’s account or any other person’s account. In addition to this prohibition, Portfolio Managers are not permitted to arrange for principal and agency cross trades for clients’ accounts in accordance with Firm policy. For more information on such trades, see Section C. of the Firm’s Policies and Procedures Manual.

11.

No Covered Person shall act, or agree to act as the personal custodian, trustee, personal representative or other fiduciary for a client or with respect to the securities, funds or other property of a client, unless expressly permitted by the Firm.

12.

No Covered Person shall lend or borrow money or securities to or from a client or a client’s account.

13.

No Covered Person shall forward, or agree to forward, original confirmations, statements of account, recommendations or other communications from the Firm to a client to any address other than the client’s official post office address.

14.

No Covered Person shall accept or hold in his individual name discretionary authority or a discretionary power of attorney for a client or a client’s account.

15.

No Covered Person may take personal advantage of any opportunity properly belonging to any client. This includes, but is not limited to, acquiring a Beneficial Interest in a Security of limited availability without first checking with an appropriate Portfolio Manager to see if the opportunity should be exercised on behalf of a client.

16.

No Covered Person may engage in any Securities Transaction intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading.


6 of 33		Revised: April 16, 2010

D.	PERSONAL SECURITIES TRANSACTIONS

The Firm understands that, due to the nature of the markets, personal trades must be placed during business hours. The Firm, however, strongly discourages frequent trading (“day-trading”) which may adversely affect an employee’s attention to their responsibility for clients.

(A) Fraudulent or Deceptive Practices

No Covered Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by the Firm’s clients:

(1)

employ any device, scheme or artifice to defraud the Firm’s clients;

(2)

make to the Firm any untrue statement of a material fact or omit to the Firm a material fact necessary in order to make the statement made, in light of the circumstances under which they are made, not misleading;

(3)

engage in any act, practice or course of business which would operate as a fraud or deceit upon the Firm or the Firm’s clients;

(4)

engage in any manipulative practice with respect to the Firm;

(5)

trade while in possession of material non-public information for personal or client investment accounts, or disclosing such information to others in or outside the Adviser who have no need for this information.

It is a violation of federal securities laws to buy or sell securities while in possession of material non-public information and illegal to communicate such information to a third party who buys or sells.

(B) Basic Restriction on Investing Activities

If a purchase or sale order is pending or under active consideration for any client, neither the same Security nor any Related Security (such as an option, warrant or convertible security) may be bought or sold for any Access Person Account.

No Security or Related Security may be acquired in an initial public offering for any Portfolio Manager or Associate Portfolio Manager or any Limited Partnership in which such manager is invested.

(D) Blackout Period

No Security or Related Security, unless otherwise specified, may be bought or sold for the account of any Access Person during the period commencing seven (7) calendar days prior to


7 of 33		Revised: April 16, 2010

and ending two (2) calendar days after the initiation of a new (as opposed to a transaction necessitated by a client’s cash flow) purchase or sale (or entry of an order for the purchase or sale) of that Security or any Related Security for the account of any new or existing client with respect to which such person has been designated an Access Person. If a Security is currently held, the Sector Specialist for this Security must be contacted via email and asked whether he/she intends to trade in this position in the next seven days. If not held, the inquirer must inquire whether the Sector Specialist has any current plans to consider trading this Security over the next seven days. A Security under active consideration must not be traded in personal accounts. The email exchange including Security Specialist’s response must be attached to the preclearance form. If this Security (which is not currently in our clients’ portfolios) is in a Sector Specialist’s own sector universe and he/she has no current plans to trade in this Security then they must indicate so by checking the box on the preclearance trading form. No Exchange-Traded Funds (“ETF’s”) or options on a broad-based securities index may be bought or sold for the account of any Access Person during the period commencing two (2) calendar days prior to and ending two (2) calendar days after the initiation of a new (as opposed to a transaction necessitated by a client’s cash flow) purchase or sale (or entry of an order for the purchase or sale) of that Security for the account of any new or existing client with respect to which such person has been designated an Access Person.

(E) Exempt Transactions

Participation on an ongoing basis in an issuer’s dividend reinvestment or stock purchase plan, participation in any transaction over which no Access Person had any direct or indirect influence or control and involuntary transactions (such as mergers, inheritances, gifts, etc.) are exempt from the restrictions set forth in paragraphs (A), (C) and (D) above without case by case preclearance under paragraph (G) below.

(F) Permitted Exceptions

Purchases and sales of the following Securities are exempt from the restrictions set forth in paragraphs B and C above if such purchases and sales comply with the preclearance requirements of paragraph (G) below:

Certain Debt Instruments. Any transaction in the following: (1) bankers’ acceptances, (2) bank certificates of deposit, (3) commercial paper, (4) repurchase agreements, (5) securities that are direct obligations of U.S. Government, and (6) high quality short-term debt instruments (generally any instrument that has a maturity at issuance of less 366 days and that is rated in one of the two highest ratings categories by Standard & Poor’s, Moody’s, Fitch IBCA or Duff & Phelps);

No Knowledge or Control. Securities Transactions where the employee has no knowledge of the transaction before it is completed, or where the transaction is effected in an account over which such person has no direct or indirect influence or control (for example, Securities Transactions effected for an employee by a trustee of a blind trust, or discretionary trades involving an investment partnership or investment club, in connection with which the employee is neither consulted nor advised of the trade before it is executed);


8 of 33		Revised: April 16, 2010

Certain Corporate Actions. Any acquisition of Securities through stock dividends, dividend reinvestments stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities;

Mutual Funds. Any purchase or sales of a Security issued by any non-affiliated registered open-end investment companies;

Municipal Bonds;

Sovereign Bonds;

Futures on a broad-based securities index;

The exercise of rights that were received pro rata with other security holders, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

Other non-volitional events such as assignment of options or exercise of an option at expiration; and

10.

Commodities and Currency transactions (including commodity and currency futures and forwards and options on futures).

(G) Pre-Clearance of Personal Securities Transactions

No Security may be bought or sold for an Access Person Account unless (i) the Access Person obtains prior approval from the Chief Compliance Officer or, in the absence of the Chief Compliance Officer, from a Designee of the Chief Compliance Officer; (ii) the approved transaction is completed on the same day approval is received; and (iii) the Chief Compliance Officer does not rescind such approval prior to execution of the transaction (See paragraph I below for details of the Pre-Clearance Process.) All Employees should review Exhibit F for a complete list of securities and their associated preclearance and reporting requirements. Securities that are not reported on an employee’s brokerage statement, but are otherwise reportable, must be reported on the employee’s Quarterly Transaction Report.

(H) Private Placements

The Chief Compliance Officer will not approve purchases or sale of Securities that are not publicly traded, unless the Access Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person’s activities on behalf of any Fund) and the Chief Compliance Officer concludes, after consultation with one or more of the relevant Portfolio Managers, that the Fund would have no foreseeable interest in investing in such Security.


9 of 33		Revised: April 16, 2010

(I) Pre-Clearance Process

No Securities may be purchased or sold for any Access Person Account unless the particular transaction has been approved in writing by the Chief Compliance Officer or Designee. The Chief Compliance Officer shall review, not less frequently than biweekly (once every two weeks), reports from the trading desk (or, if applicable, confirmations from brokers) to assure that all transactions effected for Access Person Accounts are effected in compliance with this Code.

No Securities may be purchased or sold for any Access Person Account unless the third party broker supplies the Chief Compliance Officer, on a timely basis, copies of periodic statements for all such accounts.

A Trading Approval Form, attached as Exhibit B, must be completed and submitted to the Chief Compliance Officer or Designee for approval prior to entry of an order. The Access Person submitting the request must perform the necessary due diligence to ensure the trade does not violate the requirements of paragraph (D) above. This due diligence should include reviewing the Firm’s Open Order List and Daily Trade Sheets to determine what Securities are currently within the Blackout Period. If a Security is currently held by the Firm, the Access Person must email the Portfolio Manager assigned the Security to determine whether the Portfolio Manager has any intention of adjusting the Security position within the next seven days. The Portfolio Manager must respond via email. If the answer is no, then the Access Person is free to trade. The Access Person must attach the email to the Trading Approval Form.

After reviewing the proposed trade and the level of potential investment interest on behalf of the Firm in the Security in question and the Firm’s restricted list, if any, the Chief Compliance Officer or Designee shall approve (or disapprove) a trading order on behalf of an Access Person as expeditiously as possible. The Chief Compliance Officer or Designee will generally approve transactions described in paragraph (F) above unless the Security in question or a Related Security is on the Restricted List or the Chief Compliance Officer or Designee believes for any other reason that the Access Person Account should not trade in such Security at such time.

Once an Access Person’s Trading Approval Form is approved, the execution must be on the same day. If the Access Person’s trading order request is not approved, or is not executed on the same day it is approved, the clearance lapses although such trading order request may be resubmitted at a later date.

In the absence of the Chief Compliance Officer, an Access Person may submit his or her Trading Approval Form to a Designee of the Chief Compliance Officer if the Chief Compliance Officer in his sole discretion wishes to appoint one. Trading Approval for the Chief Compliance Officer must be obtained from a designatee. In no case will a trade be executed prior to receiving a signed Trading Approval Form.


10 of 33		Revised: April 16, 2010

The Chief Compliance Officer shall review all Trading Approval Forms, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of the Firm with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code.

REPORTING AND ADDITIONAL COMPLIANCE PROCEDURES

Every Covered Person must submit a report (a form of which is appended as Exhibit C) containing the information set forth in paragraph (B) below with respect to transactions in any Security in which such Covered Person has or by reason of such transactions acquires, any direct or indirect beneficial ownership (as defined in Exhibit D) in the Security; provided , however , that:

a Covered Person need not make a report with respect to any transaction effected for any account over which such person does not have any direct or indirect influence or control; and

a Covered Person will be deemed to have complied with the requirements of this Article IV insofar as the Chief Compliance Officer receives in a timely fashion duplicate monthly or quarterly brokerage statements on which all transactions required to be reported hereunder are described.

(B)

A Covered Person must submit the report required by this Article to the Chief Compliance Officer no later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected. A report must contain the following information:

The date of the transaction, the title and number of shares and the principal amount of each Security involved;

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

The price at which the transaction was effected; and

The name of the broker, dealer or bank with or through whom the transaction was effected.

(C)

Any report submitted to comply with the requirements of this Article IV may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect benefit ownership in the Security to which the report relates.

(D)

Upon commencement of employment with the Firm each Access Person shall be required to disclose all current personal Securities holdings contained in any Access Person Account in which such Access Person has an interest.


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(E)

Annually each Covered Person must certify on a report (the form of which is appended as Exhibit E) that he has read and understood the Code and recognizes that he is subject to such Code. In addition, annually each Covered Person must certify that he has disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code and that he is not subject to any regulatory disability.

(F)

At least annually (or quarterly in the case of Items 3 and 4 below), the Chief Compliance Officer shall report to the Management Committee of the Firm:

All existing procedures concerning Covered Persons’ personal trading activities and reporting requirements and any procedural changes made during the past year;

Any recommended changes to the Firm’s Codes of Ethics or procedures;

A summary of any violations of this Code which occurred during the past quarter and the nature of any remedial action taken; and

Any exceptions to any provisions of this Code of Ethics as determined under Article VI below.

(G)

The Chief Compliance Officer shall notify each employee of the Firm and any Affiliates of the Firm as to whether such person is considered to be an Access Person or Covered Person.

F.	SANCTIONS

Upon discovering that a Covered Person has not complied with the requirements of this Code, the Management Committee may impose whatever sanctions within its power the Committee deems appropriate, including, among other things, recommendations of disgorgement of profit, censure, suspension or termination of employment. Material violations of requirements of this Code by employees of Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Management Committee.

G.	EXCEPTIONS

The Compliance Committee of the Firm reserves the right to decide, on a case-by-case basis, exceptions to any provisions under this Code. Any exceptions made hereunder will be maintained in writing by the Compliance Committee and presented to the Management Committee at its next scheduled meeting.


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H.	PROHIBITIONS ON INSIDER TRADING

The Insider Trading and Securities Fraud Enforcement Act of 1988 imposes stiff criminal and civil penalties upon persons who trade while in possession of “inside information” or who communicate such information to others in connection with a securities transaction.

1.	What Constitutes Insider Trading

“Inside information” is defined as material nonpublic information about an issuer or security. Such information typically originates from an “insider” of the issuer, such as an officer, director, or controlling shareholder. ^1/ However, insider trading prohibitions also extend to trading while in possession of certain “market information.” “Market information” is material nonpublic information which affects the market for an issuer’s securities but which comes from sources outside the issuer. A typical example of market information is knowledge of an impending tender offer.

In order to assess whether a particular situation runs afoul of the prohibition against insider trading, keep in mind the following:

Information is deemed “material” if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Among the types of information which should be deemed to be material is information relating to:

(a)

increases or decreases in dividends;

(b)

declarations of stock splits and stock dividends;

(c)

financial announcements including periodic results and forecasts, especially earnings releases and estimates of earnings;

(d)

changes in previously disclosed financial information;

(e)

mergers, acquisitions or takeovers;

(f)

proposed issuances of new securities;

(g)

significant changes in operation;

(h)

significant increases or declines in backlog orders or the award or loss of a significant contract;

^1/	Certain outsiders who work for the corporation such as investment bankers, lawyers or accountants can also be deemed to be “insiders” under some circumstances.


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(i)

significant new products to be introduced or significant discoveries of oil and gas, minerals or the like;

(j)

extraordinary borrowings;

(k)

major litigation (civil or criminal);

(l)

financial liquidity problems;

(m)

significant changes in management;

(n)

the purchase or sale of substantial assets; and

(o)

significant regulatory actions.

Information is considered “nonpublic” if it has not been released through appropriate public media in such a way as to achieve a broad dissemination to the investing public generally, without favoring any special person or group. Unfortunately, the question of publicity is very fact-specific; there are no hard and fast rules.

In the past, information has been deemed to be publicly disclosed if it was given to the Dow Jones Broad Tape, Reuters Financial Report, the Associated Press, United Press International, or one or more newspapers of general circulation in the New York City area.

On the other hand, public dissemination is not accomplished by disclosure to a select group of analysts, broker-dealers and market makers; or via a telephone call-in service for investors. Note that there also is authority that disclosure to Standard and Poor’s and Moody’s alone may not suffice.

The selective disclosure of material nonpublic information by corporate insiders may lead to violations by an outsider (Dalton, Greiner, for example) of §10 (b) of the Securities Exchange Act of 1934 and Rule 10 (b) 5) thereunder under the following conditions:

•

the insider intentionally breached a duty of confidentiality owed to the issuer’s shareholders;

•

the insider received some personal benefit from this breach, either by way of pecuniary gain or a reputational benefit that could translate into future earnings;

•

the outsider knew or should have known that the insider breached a duty by disclosing the information; and

•

the outsider acts with scienter — i.e., a mental state showing an intent to deceive, manipulate or defraud.


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An outsider might also run afoul of the prohibition against insider trading under a “misappropriation” theory. This theory applies to those who trade on information they have taken in breach of some fiduciary duty, even though that may not be a duty to the issuer’s shareholders. An example of this would be a newspaper reporter who misappropriates information he has received in the course of his job writing articles for his employer, and then trades before that information becomes public. Another example would be an employee of an investment adviser who trades while in possession of material, nonpublic information he learns in the course of his advisory duties.

CONFLICTS OF INTEREST

Covered Persons must act in the best interests of the Firm. A “conflict of interest” may occur when a person’s personal interests interfere with, or appear to interfere with, the interests of the Firm, its member or its clients. Similarly, a conflict of interest may also occur when a person’s personal interests interfere with that person’s ability to objectively and effectively perform his or her services for the Firm. The overarching conflicts of interest principle is that the personal interests of a Covered Person must not be placed improperly before the interests of the Firm, its members or its clients. In adhering to this principle, Covered Persons:

•

may not use personal influence or personal relationships improperly to influence financial reporting by the Firm;

•

may not improperly cause the Firm to take action, or fail to take action, for the personal benefit of the Covered Person rather than for the benefit of the Firm;

•

may not improperly use their positions with the Firm, or information that belongs to the Firm or its clients, for personal gain;

•

may not bind the Firm to any agreement or arrangement with an entity in which the Covered Person, directly or through family members, has any material economic interest;

•

must disclose to his or her department management or Chief Compliance Officer any situation of which they become aware in which the Firm is entering into an arrangement or agreement with an entity in which the Covered Person, directly or through family members, has any material economic interest; and

•

should avoid any activities, interests or associations outside the Firm that could impair their ability to perform their work for the Firm objectively and effectively, or that could give the appearance of interfering with their responsibilities on behalf of the Firm.

Although it is not possible to foresee every potential conflict of interest that may arise, Covered Persons must be sensitive to actual or potential conflicts and bring them to the


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attention of management of their department, and management should solicit the advice of the Firm’s Compliance Department when confronted with the conflict of interest issues. Wherever possible, situations in which a conflict of interest exists, or appears to exist, should be avoided. Where conflicts or interest cannot be avoided, they must be disclosed to management and handled in an ethical way as to avoid any perception of impropriety.

GENERAL BUSINESS PRACTICES

No employee shall directly or indirectly authorize or pay any rebate, bonus, fee or other consideration, to any person for business sought or procured or to any official of any governmental or regulatory body except as expressly authorized by the Firm. The conditions under which Dalton, Greiner may pay cash fees for client referrals are generally described in Section A.2. of the Firm’s Policies and Procedures Manual.

No employee shall be a director, officer, employee or agent of any company or person supplying goods or services to any client of the Firm; nor shall any employee own or hold any Securities issued by any such company in excess of 1% of its outstanding shares except as permitted by the Chief Compliance Officer or otherwise in accordance with this Code.

No Portfolio Manager employee or Assistant Portfolio Manager shall commence service on the Board of Directors of a publicly-held company or any company in which the Firm has an interest without prior written authorization from the Chief Compliance Officer based upon a determination the Board service would not be inconsistent with the interests of the Firm. (See Exhibit A.)

Employees will, in the course of their employment, receive confidential information, including the recommendations and investment advice developed for clients, which is proprietary to the Firm. No employee shall disclose any such confidential or proprietary information except in the course of regular performance of such employee’s duties.

No employee shall render investment advice for compensation to any person other than a client of the Firm and then only in the normal course of the performance of his or her duties as an employee of the Firm without the written approval of the Chief Compliance Officer.

No employee shall take any action inconsistent with the maintenance and retention of books, records and accounts which accurately and fairly reflect financial transactions undertaken on behalf of the Firm or a client. No employee shall make or cause to be made any false or misleading entry or record in the books, records or accounts of the Firm or a client. In all cases, except upon the written authorization of the Chief Compliance Officer, all transactions, whether


16 of 33		Revised: April 16, 2010

for the Firm or a client, shall be executed and recorded in accordance with established procedures, which are designed to comply with applicable law. (See Section I of Policies Procedures Manual for information regarding the Firm’s recordkeeping obligations.)

No employee may solicit or accept gifts or gratuities from clients, brokers, vendors or other persons in connection with the employee’s activities at or on behalf of the Firm. Notwithstanding the foregoing general prohibition, an employee may accept gifts of a nominal value ( i.e. , gifts whose reasonable value is no more than $100 per year); customary business meals; entertainment ( e.g. , sporting events); and promotional items ( e.g. , pens, mugs, T-shirts). If an employee receives any gift that might be prohibited under this Code, the employee must return the gift and inform the Chief Compliance Officer.

No Access Person or the Firm shall make contributions to the political campaigns affiliated with clients of the Firm. Nor shall Access Persons or the Firm respond to other solicitations which are likely to influence future business of the Firm.

K.	FAIR DEALING

It is the Firm’s policy to compete aggressively in each business in which it is engaged, but to compete ethically, fairly and honestly. The Firm seeks to succeed through superior performance, service, diligence, effort and knowledge, not through unfair advantage. To this end, the Firm is committed to dealing fairly with its clients, customers, vendors, competitors and employees. No Covered Person may take unfair advantage of any other person or business through any unfair business practice, including through improper coercion, manipulation, concealment, abuse of privileged information or misrepresentation of material fact.

L.	SAFEGUARDING ASSETS AND PROPERTY

The Firm’s assets and properties represent a key portion of the Firm’s value as an enterprise and are very important to the Firm’s ability to conduct its business. The Firm’s assets and properties include both physical assets such as cash, securities, physical property and equipment and intangible assets such as business strategies and plans, intellectual property, services and products. Each Covered Person is responsible for safeguarding the Firm’s assets and properties that under his or her control. Theft of, or fraudulently obtaining Firm assets or property is misappropriation of Firm assets or property should be reported to the Firm’s management or Compliance Department immediately for investigation. Furthermore, except where permitted by the Firm, Covered Persons should not use Firm assets for their personal benefit. In addition to protecting the Firm’s assets and property from theft or misuse, Covered Persons should be careful not to needlessly waste any Firm asset or property.


17 of 33		Revised: April 16, 2010

As part of it business, the Firm routinely comes into possession of property of clients, vendors and other third parties. It is vitally important to the Firm’s business and reputation that all client property that comes into the Firm’s possession is protected and maintained. Each Covered Person is responsible for safeguarding the properties, belonging to clients, vendors and other third parties, that are under his or her control.

M.	ACCURACY OF BOOKS AND RECORDS

The Firm is a registered investment adviser with the Securities and Exchange Commission (the “SEC”). As such, the Firm is subject to numerous regulations regarding its books and business records. These regulations require that the Firm maintain accurate and complete business records, books and data that reflect in a timely manner every business transaction involving the Firm. Each Covered Person is responsible to ensure the accuracy and completeness of any business information, reports and records under his or her control. No Covered Person may intentionally make false or misleading entries in any of the Firm’s books and records.

The Firm is an affiliate of Boston Private Financial Holdings (“BPFH”) whose securities are publicly traded on the NASDAQ or in other public markets. In providing information to be included in BPFH’s books and records, Covered Persons must be candid and accurate. Maintaining accurate books and records is the first step in ensuring that BPFH’s financial statements are prepared in accordance with generally accepted principles and fairly present, in all material respects, the financial condition and results of operations of the Firm.

N.	ACCURATE PUBLIC DISCLOSURE AND REPORTING

There are a number of laws and regulations that require companies that are both a federally registered adviser and an affiliate of a publicly traded company (Boston Private Financial Holdings, Inc.) to communicate and report accurate and honest information to members, stockholders, clients and regulators. It is imperative that the Firm refrain from fraudulent or misleading public reporting, that could cause severe damage to the reputation of the Firm and its Members, and could result in civil and criminal penalties to the Firm, its Members, the individuals involved and/or all parties. Therefore each Covered Person who is involved in the preparation or review of materials that are disseminated to the public must use caution to ensure that the information in the materials is truthful and accurate in all material respects. No Covered Person may knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Firm and its Members in communications with the public. If a Covered Person becomes aware of any materially inaccurate or misleading statement in a public communication from the Firm, he or she should report it immediately to the Firm’s Chief Compliance Officer. If the Firm does not respond to the report in a timely manner, or if the Covered Person believes that reporting it to the Chief Compliance Officer would be futile, the Covered Person should report it to the Chairman of the Firm’s Board of Directors.


18 of 33		Revised: April 16, 2010

As part of the foregoing requirement, the Chief Executive Officer and Chief Financial Officer (the “Covered Officers”) must comply with the following:

•

Covered Officers must be generally aware of the disclosure requirements applicable to the Firm as an affiliate of Boston Private under the Securities Act of 1933 and the Securities Exchange Act of 1934; and

•

Covered Officers may not knowingly misrepresent, or knowingly cause others to misrepresent, facts about Boston Private in disclosure reports filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) or to other governmental regulators and self-regulatory organizations; and

•

Each Covered Officer should, to extent appropriate within his or her area of responsibility, consult with other officers and employees of the Firm with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Firm files with, or submits to, the SEC and in other public communications made by Boston Private.

O.	TREATMENT OF OTHERS

Covered Persons must treat all persons with whom they come into contact, including other employees, clients and suppliers, fairly and with respect. Each employee should be able to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Firm expects that all relationships among persons in the workplace will be professional and free of bias, harassment or violence. Covered Persons who violate laws or Firm policies requiring fairness and respectful treatment of others are subject to disciplinary action by the Firm and, potentially, civil or criminal liability.

The Firm is committed to the diversity of its workplace in order to help achieve growth and success for the organization. The Firm strives to provide an environment that promotes respect, integrity, teamwork, achievement and acceptance regardless of race, gender, age, national origin, or any other factor that makes people unique. While all representatives of the Firm share the common goal of responsiveness to clients and each other, at the same time they should embrace and value the differences in employees.

P.	FRATERNIZATION

Fraternization occurs when two employees are involved in an intimate or dating relationship.

The Firm respects the privacy of its employees. However, as a result of the public profile of our Firm and our concern that fraternization among employees could result in allegations of sexual harassment, it is the policy of the Firm to discourage fraternization among employees, their Supervisors, and co-workers.


19 of 33		Revised: April 16, 2010

The Firm further believes that, due to our small number of employees, fraternization could lead to allegations of favoritism, adversely affect the morale and professionalism of the work environment, and otherwise disrupt the workplace if a personal relationship ends on a bitter note.

Employees who become involved in an intimate relationship must notify the Management Committee and one of the employees must then tender their written resignation. The employees involved in the relationship should determine who is going to tender his/her resignation. The Management Committee may then, at its discretion, determine whether or not to accept the resignation. Failure to report such a relationship to the Management Committee is grounds for termination for cause.

Q.	COMPLIANCE WITH THE CODE OF ETHICS

Code of Ethics Review

Each Covered Person is required to ensure his or her own compliance with this Code. Covered Persons are expected to use good judgment in recognizing situations where a violation of this Code may occur and ensuring that no violation occurs. In situations where it is unclear whether this Code applies, Covered Persons are expected to ask questions of their manager or supervisors or the Firm’s Compliance Department.

All Violations of the Code must be promptly reported to the Chief Compliance Officer.

Investigating Violations of the Code. The Chief Compliance Officer is responsible for investigating any suspected violation of the Code and shall report the results of each investigation to the Firm’s Management Committee and Board of Directors. The Committee and Board shall review the results of any investigation of any reported or suspected violation of the Code.

Annual Review. The Firm’s Management Committee and Board of Directors will review the Code at least once a year, in light of legal and business developments and experience in implementing the Code.

Remedies

Sanctions . If the Firm’s Management Committee determines that an employee has committed a violation of the Code, the Committee may impose sanctions and take other actions as it deems appropriate, including a letter of caution or warning, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the Securities and Exchange Commission, criminal referral, and termination of the employment of the violator for cause. The


20 of 33		Revised: April 16, 2010

Committee may also require the employee to reverse the trade(s) in question and forfeit any profit or absorb any loss derived there from. The amount of profit shall be calculated by the Committee and shall be forwarded to a charitable organization selected it.

Sole Authority . The Management Committee has sole authority to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in the imposition of additional sanctions.

Exceptions to the Code. Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may grant exceptions to the requirements of the Code on a case-by-case basis, if the Chief Compliance Officer finds that the proposed conduct involves negligible opportunity for abuse. All such exceptions must be in writing and must be reported as soon as practicable to the Board of Directors.

Compliance Certification. Upon becoming employed by the Firm each employee is required to certify, in writing, that he or she has read and understands the Code and will comply with its requirements (Exhibit E). Annually thereafter or in the case of any material amendments to the Code, all employees are required to certify, in writing, that they have read and understand the Code, that they have complied with the requirements of the Code, and that they have reported all Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code (Exhibit E).

Disciplinary History. Upon becoming associated with the Firm, every employee shall be obligated to provide the Chief Compliance Officer with information regarding his or her disciplinary history. Employees also shall be obligated to keep this information up-to-date at all times and to report promptly to the Chief Compliance Officer any disciplinary actions or investment related litigation or arbitrations to which they might become subject.

No officer, director or employee of the Firm may retaliate in any fashion against any Covered Person who reports a suspected or actual violation of this Code in good faith.

R.	RECORDKEEPING

The Firm is required under 204-2(a)(12) to keep copies of their codes of ethics, records of violations of the code and actions taken as a result of the violations, and copies of employees written acknowledgement of receipt of the code.


21 of 33		Revised: April 16, 2010

S.	FORM ADV PART II DISCLOSURE

The Firm is required to describe their codes of ethics to clients in Part II of their Form ADV and, upon request, to furnish clients with a copy of the code of ethics.

T.	DEFINITIONS

When used in this Policy, the following terms have the meanings set forth below:

“Access Persons” means the persons described in items (A)2 and (A)3 above.

“Access Person Account” includes all advisory, brokerage, trust or other accounts or forms of direct beneficial ownership in which one or more Access Person and/or one or more members of an Access Person’s Immediate Family have a substantial proportionate economic interest. Immediate Family includes an Access Person’s spouse and minor children living with the Access Person. A substantial proportionate economic interest will generally be 10% of the principal amount in the case of an account in which only one Access Person has an interest and 25% of the principal amount in the case of an account in which more than one Access Person has an interest, whichever is first applicable. Investment partnerships and similar indirect means of ownership are also included.

As an exception, accounts in which one or more Access Persons and/or their immediate family have a substantial proportionate interest which are maintained with persons who have no affiliation with the Firm or Affiliates of the Firm and with respect to which no Access Person has, in the judgment of the Chief Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process are not Access Person Accounts.

“Affiliates of the Firm” means any entity controlled by the Firm or under common control with the Firm.

“Associate Portfolio Managers” means Access Persons who are engaged in securities research and analysis for the Firm’s clients or are responsible for investment recommendations for the Firm’s clients but who are not particularly responsible for investment decisions with respect to any of the Firm’s clients.

“Back-up Compliance Officer” means the back-up compliance officer of the Firm identified in Exhibit G, or his or her Designee.

“Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities.


22 of 33		Revised: April 16, 2010

A person is deemed to have a Beneficial Interest in the following:

any Security owned individually by the person;

any Security owned jointly by the person with others (for example, joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations); and

any Security in which a member of the person’s Immediate Family has a Beneficial Interest if:

(a)

the Security is held in an account over which the person has decision making authority (for example, the person acts as trustee, executor, or guardian); or

(b)

the Security is held in an account for which the person acts as a broker or investment adviser representative.

In addition, a person is presumed to have a Beneficial Interest in any Security in which a member of the person’s Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the person. This presumption may be rebutted if the person is able to provide the Chief Compliance Officer with satisfactory assurances that the person has no material Beneficial Interest in the Security and exercises no control over investment decisions made regarding the Security.

Any uncertainty as to whether any person has a Beneficial Interest in a Security should be brought to the Chief Compliance Officer’s attention. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1 (a) (2) and (5) promulgated under the Securities Exchange Act of 1934, as amended.

“Code” means this Code of Ethics, as in effect from time to time.

“Chief Compliance Officer” means the chief compliance officer of the Firm identified in Exhibit G of the Code as required by Rule 204A-1 of the Investment Advisers Act of 1940, or his or her Designee.

“Covered Person” means the Firm, the Access Persons and the persons described in item (A)4 above.

“Designee” means the designee of the chief compliance officer of the Firm identified in Exhibit G of the Code.

“Related Security” means Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.


23 of 33		Revised: April 16, 2010

“Fund” means the DGHM All-Cap Value.

“Immediate Family” of an employee means any of the following persons:


child	grandparent	son-in-law
stepchild	spouse	daughter-in-law
grandchild	sibling	brother-in-law
parent	mother-in-law	sister-in-law
stepparent	father-in-law

Immediate Family includes adoptive relationships and other relationships (whether or not recognized by law) that the Chief Compliance Officer determines could lead to the possible conflicts of interests, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.

“Portfolio Manager” means Access Persons who are principally responsible for investment decisions with respect to any of the Firm’s clients.

“Securities Transaction” means a purchase or sale of Securities in which a person has or acquires a Beneficial Interest.

“Security” includes stocks, notes, corporate bonds, debentures, hedge funds, exchange-traded funds (whether open-ended or unit investment trust), shares of the Fund, or shares of any other investment company for which the Firm serves as investment adviser, limited partnership interests, private company investments, investment contracts, and all derivative instruments of the foregoing, such as options, swaps, and warrants. “Security” does not include futures or options on futures, but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.


24 of 33		Revised: April 16, 2010

Any trading errors that occur in managed accounts must be corrected at the expense of the Firm or the broker or other party responsible for the error. Under no circumstances are such costs to be charged to the managed account. Any gains resulting from trading errors that occur in managed accounts after trade settlement shall accrue to the client. When used in this Code of Ethics, the following terms have the meanings set forth below:

U.	EXHIBITS TO THE CODE

The Exhibits to the Code are attached to and are a part of the Code. The Exhibits include the following:


Exhibit A.		List of Directorships

Exhibit B.		Pre-Clearance Trading Approval Form

Exhibit C.		Transaction Report

Exhibit D.		Beneficial Ownership

Exhibit E.		Annual Certification of Compliance with the Code of Ethics

Exhibit F.		List of Securities for Preclearance Purposes

Exhibit G.		Contact Persons


25 of 33		Revised: April 16, 2010

EXHIBIT A

LIST OF DIRECTORSHIPS

1.	Directorships and Other Positions in Business Organizations, Other Than Dalton, Greiner, Hartman, Maher & Co., LLC.

The following is a list of all directorships and other positions that I hold, and all directorships and other positions that I have held at any time since the beginning of my employment with Dalton, Greiner, Hartman, Maher & Co., LLC in business organizations, partnerships, proprietorships and trusts. (Please state “None”, if applicable.

Position

Name of

Organization

Principal

Business of

Organization

Period During

Which Position Has

Been Held

2.	Directorship and Other Positions in Charitable and Educational Organizations

The following is a list of all directorships and other positions that I hold, and all directorships and other positions that I have held at any time since the beginning of my employment with Dalton, Greiner, Hartman, Maher & Co., LLC in charitable and educational organizations. (Please state “None”, if applicable).

Position

Name of

Organization

Principal

Business of

Organization

Period During

Which Position Has

Been Held


26 of 33		Revised: April 16, 2010

EXHIBIT B

PRE-CLEARANCE TRADING APPROVAL FORM

I, (name), am an Access Person and seek pre-clearance to engage in the transaction described below:

Buy, Sell, Short, Cover (circle one)


Name of Account:

Account Number:

Date of Request:

Security:

Amount or # of Shares:

Broker:

If the transaction involves a Security that is not publicly traded, a description of proposed transaction, source of investment opportunity and any potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Firm’s Code of Ethics and I have performed the necessary due diligence* and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any Client.


Signature:
Print Name:

Approved or Disapproved (Circle One)

Date of Approval:

Signature:
Print Name:

If approval is granted, please forward this form to the trading desk (or if a third party broker is permitted, to the Chief Compliance Officer) for immediate execution.

Check the Open Order List for future trades and Daily Trade Sheets for trades effected in last seven days. If this Security is currently held, contact the Sector Specialist via email and inquire whether he/she intends to trade in this position in the next seven days. If not held, inquire whether they have any current plans to consider trading this Security over the next seven days. A Security under active consideration must not be traded in personal accounts. Attach email exchange including Security Specialist’s response.

¨ Check here if this Security (which is not currently in our clients’ portfolios) is in your own sector universe and you have no current plans to trade in this Security.


27 of 33		Revised: April 16, 2010

EXHIBIT C

TRANSACTION REPORT


Report Submitted by:
		Print Your Name

This transaction report (the “Report”) is submitted pursuant to Section E.(B) of the Code of Ethics of the Firm and supplies information with respect to transactions in any Security in which you may be deemed to have, or by reason of such transaction acquire, any direct or indirect beneficial ownership interest for the period specified below. If you were not employed by us during this entire period, amend the dates specified below to cover your period of employment.

Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.

If you have no reportable transactions, sign and return this page only. If you have reportable transactions that are not currently reported to the Chief Compliance Officer, please complete, sign and return page 2 and any attachments.

MY TRANSACTIONS ARE REPORTED ON BROKERAGE STATEMENTS OR DUPLICATE CONFIRMATIONS ACTUALLY RECEIVED BY THE CHIEF COMPLIANCE OFFICER OR I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE PERIOD , 2010 THROUGH , 2010. I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.

Signature

Position

Date


28 of 33		Revised: April 16, 2010

Page 2 of 2

TRANSACTION REPORT


Report Submitted by:
		Print Your Name

The following table supplies the information required by Section E.(B) of the Code of Ethics specified below. Transactions reported on brokerage statements or duplicate confirmations actually received by the Compliance Officer do not have to be listed although it is your responsibility to make sure that such statements or confirmations are complete and have been received in a timely fashion.

Securities (Name and
Symbol)

Date of

Transaction

Whether

Purchase,

Sale, Short

Sale, or

Other Type

Disposition

Acquisition

Quantity of
Securities

Price Per

Share or

Other Unit

Name of the
Broker/Dealer

with or through

whom the

Transaction

was Effected

Nature of

Ownership of

Securities

To the extent specified above, I hereby disclaim beneficial ownership of any security listed in this Report or in brokerage statements or transaction confirmations provided by you.

I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT FOR THE PERIOD OF , THROUGH , .


Signature						Date

Position


29 of 33		Revised: April 16, 2010

EXHIBIT D

BENEFICIAL OWNERSHIP

For purposes of the attached Code of Ethics, “beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except the determination of direct or indirect beneficial ownership shall apply to all securities that a Covered Person has or acquires. The term “beneficial ownership” of securities would include not only ownership of securities held by a Covered Person for his own benefit, whether in bearer form or registered in his name or otherwise, but also ownership of securities held for his benefit by others (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he has only a remainder interest), and securities held for his account by pledges, securities owned by a partnership in which he is a member if he may exercise a controlling influence over the purchase, sale of voting of such securities, and securities owned by any corporation or similar entry in which he owns securities if the shareholder is a controlling shareholder of the entity and has or shares investment control over the entity’s portfolio.

Ordinarily, this term would not include securities held by executors or administrators in estates in which a Covered Person is a legatee or beneficiary unless there is a specified legacy to such person of such securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the securities are held in the estate more than a year after the decedent’s death.

Securities held in the name of another should be considered as “beneficially” owned by a Covered Person where such person enjoys “financial benefits substantially equivalent to ownership.” The Securities and Exchange Commission has said that although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children. Absent special circumstances such relationship ordinarily results in such person obtaining financial benefits substantially equivalent to ownership, e.g., application of the income derived from such securities to maintain a common home, or to meet expenses that such person otherwise would meet from other sources, or the ability to exercises a controlling influence over the purchase, sale or voting of such securities.

A Covered Person also may be regarded as the beneficial owner of securities held in the name of another person, if by reason of any contract, understanding, relationship, agreement, or other agreement, he obtains therefrom financial benefits substantially equivalent to those of ownership.

A Covered Person also is regarded as the beneficial owner of securities held in the name of a spouse, minor children or other person, even though he does not obtain therefrom the aforementioned benefits of ownership, if he can vest or revest title in himself at once or at some future time.


30 of 33		Revised: April 16, 2010

EXHIBIT E

ANNUAL CERTIFICATION OF CODE OF ETHICS

I (a Covered Person) hereby certify that I have read and understood the Code of Ethics dated April 16, 2010 that I am subject to its provisions. In addition, I hereby certify that I have complied with the requirements of the Code of Ethics and that I have disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code of Ethics;

Within the last ten years there have been no complaints or disciplinary actions filed against me by any regulated securities or commodities exchange, any self-regulatory securities or commodities organization, any attorney general, or any governmental office or agency regulating insurance securities, commodities or financial transactions in the United States, in any state of the United States, or in any other country;

I have not within the last ten years been convicted of or acknowledged commission of any felony or misdemeanor arising out of my conduct as an employee, salesperson, officer, director, insurance agent, broker, dealer, underwriter, investment manager or investment advisor; and

I have not been denied permission or otherwise enjoined by order, judgment or decree of any court of competent jurisdiction, regulated securities or commodities exchange, self-regulatory securities or commodities organization or other federal or state regulatory authority from acting as an investment advisor, securities or commodities broker or dealer, commodity pool operator or trading advisor or as an affiliated person or employee of any investment company, bank, insurance company or commodity broker, dealer, pool operator or trading advisor, or from engaging in or continuing any conduct or practice in connection with any such activity or the purchase or sale of any security.


		Print Name:

		Signature:

		Date:


31 of 33		Revised: April 16, 2010

EXHIBIT F


Security	Preclearance	Documentation	Trading Window

Public Equities
Domestic Stocks	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Foreign Stocks	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Preferred Stocks	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
ADRs	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Convertible Securities	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Corporate Actions (1)	No	Broker Stmt and/or Qtrly Rpt	N/A
Options	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Rights	No	Broker Stmt and/or Qtrly Rpt	N/A
Warrants	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Stocks (Demutualization)	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Transfer of Securities for Charitable Purposes	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post
Private Investment in Public Equities (PIPES)	Yes	Broker Stmt and/or Qtrly Rpt	7 days Pre and 2 days Post

Private Equities
Limited Partnership Interest	Yes	Quarterly Transaction Report	N/A

Private Placements	Yes	Quarterly Transaction Report	N/A

Exchange-Traded Funds
Index ETFs	Yes	Broker Stmt and/or Qtrly Rpt	2 days Pre and 2 days Post
Sector ETFs	Yes	Broker Stmt and/or Qtrly Rpt	2 days Pre and 2 days Post
Country ETFs	Yes	Broker Stmt and/or Qtrly Rpt	2 days Pre and 2 days Post

Hedge Funds	Yes	Quarterly Transaction Report	N/A

Mutual Funds (non-affliated)	No	None	N/A

DGHM All-Cap Value Fund	Yes	Quarterly Transaction Report	No

Fixed Income
U.S. Government Obligations	No	None	N/A
Sovereign Bonds	No	None	N/A
Corporate Bonds	Yes	Broker Stmt and/or Qtrly Rpt	N/A
Debentures	Yes	Broker Stmt and/or Qtrly Rpt	N/A
Municipal Bonds	No	None	N/A

Currency Transactions	No	None	N/A
Commodity Transactions	No	None	N/A

Structured Products	No	Broker Stmt and/or Qtrly Rpt	N/A

(1)	Any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.


32 of 33		Revised: April 16, 2010

EXHIBIT G

CONTACT PERSONS


CHIEF COMPLIANCE OFFICER:		Thomas F. Gibson

BACK-UP COMPLIANCE OFFICER:		Erika Donalds

DESIGNEE:		Bruce H. Geller

DESIGNEE:		Jeffrey C. Baker


33 of 33		Revised: April 16, 2010

CODE OF ETHICS AND STANDARDS OF BUSINESS CONDUCT

EAM Investors, LLC (“EAM”) is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940.

EAM provides investment management and supervisory services on a discretionary basis and currently offers three different investment styles, which are:

Small Cap Growth — seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell 2000 Growth Index.

Micro Cap Growth — seeks capital appreciation by investing in companies that correspond to the market values within the range of the Russell Micro Cap Growth Index.

Ultra Micro Cap Growth — seeks capital appreciation by investing in companies whose market values correspond to the bottom half of the Russell Micro Cap Growth Index.

Pursuant to Rule 204A-1 of the Investment Advisers Act of 1940 (the “Adviser’s Act”), an investment adviser is required to establish, maintain and enforce a written code of ethics that must set forth standards of conduct expected of advisory personnel and address conflicts that arise from personal trading by advisory personnel.

Scope of Policy

EAM has adopted the following Code of Ethics and Standard of Business Conduct (“the Code”). EAM will provide to Supervised Persons a copy of the Code and any amendments to the Code. Supervised Persons of EAM will be required to acknowledge, in writing, receipt of a copy of the Code and any amendments thereto.

EAM’s Supervised Persons are its partners, officers, directors (or other persons occupying a similar status or performing similar functions) and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to EAM’s supervision and control.

Derek Gaertner is the Chief Compliance Officer (“CCO”) for EAM. The CCO is responsible for the administration of EAM’s compliance program. Any questions regarding the Code should be addressed with the CCO.

The Code requires Supervised Persons to report or disclose to and seek approval from the CCO for certain activities. In the case of the CCO, the CCO will report to and seek approval from Senior Vice President and Portfolio Manager, Montie L. Weisenberger .


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Code of Ethics

EAM is an investment adviser and as such is a fiduciary that owes its clients a duty of undivided loyalty. Supervised persons of EAM will:

Act for the benefit of their clients, and place their client’s interests before their own;

Exercise independence in making investment decisions for clients;

Conduct personal securities transactions in a manner that is consistent with the Code and act to avoid actual or potential conflicts of interest or abuse of their position of trust and responsibility;

Safeguard and keep confidential nonpublic personal information of clients; and

Comply with applicable federal securities laws.

Code of Business Conduct

In reflection of the Code, EAM adopts the following standards of business conduct.

Compliance with Securities Laws & Rules

Supervised Persons will comply with all applicable federal securities laws. Furthermore, Supervised Persons will not engage in any professional conduct involving dishonesty, fraud, deceit, or misrepresentation.

Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940 (“Advisers Act”), Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

Conflicts of Interest

Supervised Persons will make best efforts in identifying actual and potential conflicts of interest. Supervised Persons will seek to avoid conducting personal or private business that conflicts with, or gives the appearance of conflicting with, the interests of the firm or its clients. Where potential conflicts cannot be eliminated, Supervised Persons will fully disclose those to EAM, and EAM will fully disclose material facts concerning that conflict to the client(s). EAM considers a “conflict of interest” to be any situation in which the Supervised Persons’ own interests could interfere with the Supervised Persons’ responsibilities as a representative of EAM. EAM expects Supervised Persons to report a potential conflict of interest to the CCO.

Outside Business Activities

Supervised Persons have a duty of loyalty to the firm and his or her efforts should be devoted to the firm’s business. EAM encourages Supervised Persons’ participation in outside business activities that enhance the professionalism of its Supervised Persons and the reputation of the firm, and that are civic, charitable, and professional in nature. Simultaneously, EAM recognizes that outside business activities may raise conflicts of interest. Supervised Persons must disclose, at the time they become a Supervised Person of EAM and upon any change thereafter, all outside business activities. Supervised Persons may not engage in any outside business without first receiving prior approval for the activity from the CCO. This pre-approval must be sought in writing with a clear description of the activities to be performed and any compensation to be received. Decisions by the CCO will be included in the Supervised Person’s personnel file.


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Outside business activities requiring disclosure include, but are not limited to:

Being employed by or compensated by any other entity;

Being active in any other business, including part-time, evening, or weekend employment;

Being active in any civic or charitable organization;

Serving as an officer, director or partner in any other entity;

Owning an interest in any non-publicly traded company or other private, non-real property investment; or

Acting as a trustee for client accounts.

Supervised Persons will also comply with the requirements regarding disclosure of conflicts of interest imposed by law and by rules or organizations governing their activities and will comply with any prohibitions on their activities if conflicts of interest exist.

Maintenance of Independence and Objectivity

Supervised Persons will use particular care and good judgment to achieve and maintain independence and objectivity in the performance of their roles and responsibilities. Supervised Persons will avoid giving or receiving any gift, donation, benefit, service or other favor that might affect, or be seen to potentially affect, the performance of their roles and responsibilities, or which might compromise the credibility of EAM.

Political Contributions, Gifts and Entertainment

EAM recognizes the potential conflicts of interest when the firm and/or its Supervised Persons make political contributions or give and/or receive gifts (for the purpose of this Code “gifts” include but are not limited to any type of merchandise, prizes, travel expenses, meals and certain types of entertainment) or other items of value to/from any person or entity that does business with or on behalf of EAM. Therefore, EAM has adopted the following policies and procedures regarding political contributions and giving and/or receiving gifts:

Political Contributions

Covered Associates are prohibited from making any direct or indirect (e.g. through another person, firm, family member, or political action committee) political contribution, either personally or on behalf of EAM, to any political party, elected official or candidate with the intention of obtaining or maintaining any business for EAM. Any political contribution made by a Covered Associate in excess of $150 per calendar year per elected official or candidate, state or local political party, or political action committee must be pre-approved by the CCO. See the Political Contributions policy in the P&P for complete policies and procedures with respect to political contributions.

Giving Gifts

Supervised Persons will not give a gift to any client, potential client, vendor, potential vendor or anyone else that does business or seeks to do business with the firm that is worth more than $250.00, without receiving prior written approval from the CCO. All gifts given over $100.00 must be reported to the CCO.

Receiving Gifts

Supervised Persons will not accept any gift or other item from any client, potential client, vendor, potential vendor or anyone else that does business with or seeks to do business with the firm that is worth more than $250.00 in value, without written approval from the CCO. All gifts received over $100.00 must be reported to the CCO.


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Cash and/or gift cards will never be offered or accepted, regardless of the amount. The CCO will maintain a log of gifts given and gifts received.

Personal Securities Holdings and Transactions

Supervised Persons, who are Access Persons, as that term is defined below, will disclose to EAM their holdings and transactions in securities or other investments for which they are a beneficial owner, as defined below, and as per the instructions in the firm’s policies and procedures.

Furthermore, Supervised Persons, who are Access Persons, will obtain written pre-approval for certain personal investments in accordance with the firm’s policies and procedures.

Definition of Access Person

An access person is defined as any Supervised Person:

Who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or

Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

For the purposes of this Code , EAM considers all its employees to be Access Persons.

Beneficial Owner

For purposes of the Code, an individual is a “beneficial owner” if the individual has:

a direct or indirect pecuniary interest in the securities;

The power to vote or direct the voting of the shares of the securities or investments;

The power to dispose or direct the disposition of the security or investment.

The above definition applies to securities held in accounts of the Supervised Person and/or the Supervised Person’s immediate family members living in the same household.

Supervision

Supervised Persons with supervisory responsibility, authority, or the ability to influence the conduct of others will exercise reasonable supervision over those subject to their supervision or authority in order to prevent any violations of applicable statutes, regulations, or provisions of the Code. In so doing, Supervised Persons may rely on procedures established by EAM that are reasonably designed to prevent and detect such violations.


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Preserving Confidentiality

EAM has implemented policies and procedures, with are outlined in the firm’s policies and procedures manual, to limit the sharing of and access to nonpublic personal information regarding the firm’s clients to EAM personnel who need that information to provide services to those clients.

Supervised Persons will at all times preserve the confidentiality of information communicated by clients, unless they receive information concerning illegal activities on the part of the client. If that happens, the Supervised Person should give the information directly to the CCO for further action.

Insider Information

No Supervised Person, while in the possession of material nonpublic information about a company, will for his/her portfolio or for the portfolios of others buy or sell the securities of that company until that information becomes publicly disseminated and the market has had an opportunity to react.

No Supervised Person will communicate or “tip” material nonpublic information about a company to any person except for lawful purposes.

Supervised Persons will adhere to the firm’s policies and procedures regarding insider information as outlined in the firm’s compliance manual. Any improper trading or other misuse of material nonpublic information by any Supervised Person may be grounds for immediate dismissal.

Portfolio Investment Recommendations and Actions

Supervised Persons will deal fairly and objectively with clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.

Priority of Transactions

Transactions for clients will have priority over transactions in securities or other investments of which EAM or any Supervised Persons is the beneficial owner so that such personal or proprietary transactions do not operate adversely to their clients’ interests.

Prohibition against Misrepresentation

Supervised Persons will not make statements, orally or in writing, that misrepresent:

The services that they or the firm is capable of performing;

Their qualifications or the qualifications of the firm; or

The individual’s academic or professional credentials.

Supervised Persons will not make or imply, orally or in writing, any assurances or guarantees regarding any investment, except to communicate accurate information regarding the terms of the investment instrument and the issuer’s obligations under the instrument.


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Reporting Violations

Supervised Persons must promptly report any violation or suspected violation of the Code or of any securities laws, or rules to the CCO. No retaliation or retribution of any kind will be taken against a Supervised Person for reporting a violation or potential violation in good faith.

All reports will be promptly investigated and, if deemed necessary, appropriate action will be taken. The CCO will be responsible for leading any investigations and reporting violations and investigative findings to the appropriate supervisor and senior management. EAM senior management may utilize any or all of the sanctions described below.

Sanctions/Disciplinary Policy

EAM senior management may use any or all of the following sanctions against any Supervised Person found to have violated either the Code or the firm’s written compliance policies and procedures.

Letter of Caution

Admonishment

Fine, disgorgement

Suspension

Termination

Report Violation to Regulatory Authorities


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CODE OF ETHICS

Eaton Vance Corp.

Eaton Vance Management

Boston Management and Research

Eaton Vance Investment Counsel

Eaton Vance Management (International) Limited

Eaton Vance Management International (Asia) Pte. Ltd.

Eaton Vance Trust Company

Eaton Vance Distributors, Inc.

Eaton Vance Funds

Effective: September 1, 2000

(as revised July 15, 2011)

TABLE OF CONTENTS

Table of Contents ¹


Governing Principles

Part I.		Policy on Personal Securities Transactions

Part II.		Code of Business Conduct and Ethics for Directors, Officers and Employees

General Provisions

Appendix 1.		Procedures for Policy on Personal Securities Transactions

Appendix 2.		Policies and Procedures in Prevention of Insider Trading

Appendix 3.		Foreign Corrupt Practices Act Policy

Appendix 4.		Rule 206(4)-5 (“Pay-to-Play”) Procedures

GOVERNING PRINCIPLES

You have the responsibility at all times to place the interests of Clients first, to not take advantage of Client transactions, and to avoid any conflicts, or the appearance of conflicts, with the interests of Clients. The Policy on Personal Securities Transactions provides rules concerning your personal transactions in Securities that you must follow in carrying out these responsibilities. You also have a responsibility to act ethically, legally, and in the best interests of Eaton Vance and our Clients at all times. The Code of Business Conduct and Ethics sets forth rules regarding these obligations. You are expected not only to follow the specific rules, but also the spirit of the Code of Ethics.

¹	The policies and procedures attached to this Code of Ethics as Appendices 1-4 provide additional guidance on certain topics addressed in the Code but are not a part of the Code.

PART I

POLICY ON

PERSONAL SECURITIES TRANSACTIONS

DEFINITIONS

Company refers to each of Eaton Vance Corp. ( EVC ), Eaton Vance Management ( EVM ), Boston Management and Research ( BMR ), Eaton Vance Investment Counsel ( EVIC ), Eaton Vance Management (International) Limited (“EVMI”), Eaton Vance Trust Company (“EVTC”) and Eaton Vance Distributors, Inc. ( EVD ), and each Fund and each Non-advised Portfolio.

Fund is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment adviser or, if such investment company has no investment adviser, for which (i) EVM or BMR acts as the administrator/manager (non-advisory) and (ii) EVD acts as the principal distributor.

Sub-advised Fund is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment sub-adviser.

Non-advised Portfolio is each investment company registered under the Investment Company Act of 1940 which has an investment adviser or sub-adviser other than EVM or BMR, and in which a Fund invests all of its investable assets.

Client is any person or entity, including a Fund or a Sub-advised Fund, for which EVM, BMR, EVIC, EVMI or EVTC provides investment advisory services.

Access Person is each of the following:

(1)

a director, trustee, or officer of a Fund, of EVM, of BMR, or of EVIC;

(2)

a director, trustee, or officer of a Non-advised Portfolio, who is not also an employee or officer of the investment adviser of such Non-advised Portfolio;

(3)

an employee, consultant, or intern of EVC, EVM, BMR, EVIC, EVMI, EVTC, or a Fund who, in connection with his or her regular functions or duties, makes, participates in, or has access to nonpublic information regarding the purchase or sale of Securities by a Client, or whose functions relate to the making of any recommendations with respect to the purchases or sales (including a portfolio manager, investment counselor, investment analyst, member of a trading department, most administrative personnel in the investment counselor department, the equity investment department, and each income investment department, and certain members

of the investment operations department, separately managed account operations department, information technology department and fund administration department) or who, in connection with his or her regular functions has access to nonpublic information regarding such recommendations (including certain members of the fund administration department and information technology department);

(4)

an employee, consultant, or intern of EVC, EVM, BMR, EVIC, or a Fund who, in connection with his or her regular functions or duties, has access to nonpublic information regarding portfolio holdings of a Fund or Sub- advised Fund (including a portfolio manager, investment analyst, member of a trading department, most administrative personnel in the equity investment department and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department, corporate communications department, and fund administration department);

(5)

a natural person in a control relationship to a Fund or EVM, BMR, EVIC, EVMI, or EVTC who obtains nonpublic information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client;

(6)

an employee of EVD or EVM who is a registered representative or registered principal; and

(7)

a director, officer or employee of EVD who is not a registered representative or registered principal but who, in the ordinary course of business, makes, participates in, obtains or, in EVD’s judgment, is able to obtain nonpublic information regarding, the purchase or sale of Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Securities.

Employees and officers of an investment adviser or sub-adviser of any Non-advised Portfolio will be covered by the code of ethics of that investment adviser or sub-adviser. If any Fund or Sub-advised Fund has an investment adviser or sub-adviser other than EVM or BMR, the employees and officers of that investment adviser or sub-adviser will be covered by the code of ethics of that investment adviser or sub-adviser. The codes of ethics of each investment adviser or sub-adviser to a Fund or Non-advised Portfolio other than EVM or BMR will be approved by the Board of Trustees of the Fund or Non- advised Portfolio, as appropriate.

Investment Professional is each of the following:

(1)

an employee of EVC, EVM, BMR, EVIC, or of a Fund or Sub-advised Fund, who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities by the Fund, Sub-advised Fund or other Client (including a portfolio manager, an investment counselor, and an investment analyst); and

(2)

a natural person who controls a Fund or EVM, BMR or EVIC and who obtains information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client.

Every Investment Professional is also an Access Person.

Reporting Person is each registered representative and registered principal of EVD or EVM.

Independent Fund Trustee is a trustee of a Fund or a Non-advised Portfolio who is not an “interested person” of the fund (as determined under the Investment Company Act of 1940).

Immediate Family of any person includes his or her spouse, minor children, and relatives living in his or her principal residence.

Designated Broker is any one of the following broker-dealer firms:

(1)

Charles Schwab;

(2)

E*Trade;

(3)

Fidelity;

(4)

Merrill Lynch;

(5)

Morgan Stanley Smith Barney;

(6)

TD Ameritrade;

(7)

UBS; or

(8)

Wells Fargo.

Securities means anything that is considered a “security” under the Investment Company Act of 1940, including most kinds of investment instruments, including:

stocks and bonds;

shares of exchange traded funds;

shares of closed-end investment companies, including shares of Eaton Vance closed-end Funds;

options on securities, on indexes and on currencies;

investments in all kinds of limited partnerships;

investments in non-U.S. unit trusts and non-U.S. mutual funds;

investments in private investment funds, hedge funds, private equity funds, venture capital funds and investment clubs.

The term “Securities” does not include:

direct obligations of the U.S. Government;

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements; and

shares of open-end investment companies that are registered under the Investment Company Act of 1940 (mutual funds), other than shares of Funds or Sub-advised Funds.

Shares of Funds and Sub-advised Funds that are not money market funds are Securities for the purposes of this Policy.

Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. As used in this Policy, the term “Initial Public Offering” shall also mean a one time offering of stock to the public by the issuer of such stock which is not an initial public offering.

Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(5) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933. A Limited Offering thus includes an offering commonly referred to as a private placement, as well as a non-public offering in limited amounts available only to certain investors. A Limited Offering includes any offer to you to purchase any Securities, whether stock, debt securities, or partnership interests, from any entity, unless those Securities are registered under the Securities Act of 1933 (that is, are publicly offered/publicly traded Securities).

Large Cap Issuer is an issuer of Securities with an equity market capitalization of more than $5 billion.

Chief Legal Officer, Chief Compliance Officer , Senior Compliance Administrator , Compliance Administrator, Compliance Attorney and Investment Compliance Officer mean the persons identified as such in the Procedures. Questions or comments addressed to the Senior Compliance Administrator may be emailed to codeofethics@eatonvance.com.

Procedures means the Procedures for Policy on Personal Securities Transactions attached to this Code as Appendix 1

A. Applicability of the Policy

Who is Covered . A part of this Policy applies to all Company employees. Other parts apply only to Access Persons, Investment Professionals, or Reporting Persons. The Company will notify you if you are in one of these categories.

This Policy covers not only your personal Securities transactions, but also those of your Immediate Family (your spouse, minor children, and relatives living in your principal residence).

What Accounts are Covered . This Policy applies to Securities transactions in all accounts in which you or members of your Immediate Family have a direct or indirect beneficial interest, unless the Compliance Attorney determines that you or they have no direct or indirect influence or control over the account. Normally, an account is covered by this Policy if it is (a) in your name, (b) in the name of a member of your Immediate Family, (c) of a partnership in which you or a member of your Immediate Family are a partner with direct or indirect investment discretion, (d) of a trust of which you or a member of your Immediate Family are a beneficiary and a trustee with direct or indirect investment discretion, and (e) of a closely held corporation in which you or a member of your Immediate Family hold shares and have direct or indirect investment discretion. ²

When You Must Use a Desi g nated Broker . All Securities accounts of (a) Reporting Persons or Access Persons opened on or after October 1, 2008 or (b) persons who become Reporting Persons or Access Persons on or after October 1, 2008 must be maintained with one or more Designated Brokers, provided that persons who become Access Persons on October 1, 2009 and immediately prior thereto had been a Reporting Person may maintain existing accounts with brokers, dealers or banks that are not Designated Brokers. Persons who become Reporting Persons or Access Persons on or after October 1, 2008 must initiate movement of existing accounts to one or more Designated Brokers within 30 calendar days of the Company notifying them of their status as a Reporting Person or Access Person. The requirement to use a Designated Broker does not apply to Access Persons who are Independent Fund Trustees.

If based on the paragraph above one or more of your Securities accounts must be maintained with a Designated Broker, you may nevertheless hold that account with a broker, dealer or bank other than a Designated Broker if:

(1)

the account holds only shares of EVC Securities that are publicly traded and is held with Wells Fargo (formerly A.G. Edwards) or Computershare;

(2)

the account includes only shares of Funds and Sub-advised Funds and is held with such Fund’s transfer agent;

(3)

the account includes only shares of Funds purchased through the Company’s retirement plans;

(4)

the account is a retirement account you established through a prior employer, or as part of a DRIP or ESOP investment program; or

(5)

the account is subject to a code of ethics or similar policy applicable to a member of your Immediate Family requiring an account be held at an entity other than a Designated Broker.

²	Please note that any securities accounts managed by EVIC in which an Access Person or the Immediate Family of an Access Person has a direct or indirect beneficial interest are subject to this Policy and Securities transactions in such accounts must be pre-cleared.

B. Rules Applicable to All Employees ³

1. Pre-clearance: EVC Securities . You must pre-clear all purchases, sales or other transactions involving EVC Securities that are publicly traded with the Treasurer of EVC (or his designee), except that you do not have to pre-clear (1) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (2) bona fide gifts of such EVC Securities that you receive, (3) bona fide gifts of such EVC Securities that you make to nonprofit organizations qualified under Section 501 (c)(3) of the Internal Revenue Code, or (4) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. NOTE: The purchase or sale of publicly traded options on Eaton Vance Securities is prohibited.

There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of earnings information. Normally you will be notified of these blackout periods.

2. Pre-clearance: Eaton Vance Closed-End Funds. You must pre-clear all purchases and sales of shares of closed-end investment companies, including Eaton Vance closed-end Funds. You may obtain a list of all of Eaton Vance closed-end Funds from the Senior Compliance Administrator.

3. Reporting Requirements. You must ensure that the broker-dealer you use sends to the Senior Compliance Administrator copies of confirmations of all purchases and sales of EVC Securities that are publicly traded and of Eaton Vance closed-end Funds that you were required to pre-clear. If you are an Access Person required to file reports of personal Securities transactions, these purchases and sales must be included in your reports.

4. Prohibited Transactions. You are prohibited from purchasing or selling any security, either personally or for any Client, while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 2 to the Code of Ethics, Policies and Procedures in Prevention of Insider Trading.

5. Transactions in Shares of Funds and Sub-advised Funds. You must comply with all prospectus restrictions and limitations on purchases, sales or exchanges of Fund or Sub-advised Fund shares when you purchase, sell or exchange such shares.

6. Reporting Violations. If you have knowledge of any violations of this Code, you must promptly report it to the Chief Compliance Officer.

C. Rules Applicable to Access Persons ⁴

If you are an Access Person, you are subject to the following rules, in addition to the “Rules Applicable to All Employees” in section B above.

1. Pre-Clearance: All Securities . You must pre-clear all purchases and sales of Securities, except that you do not have to pre-clear:

(1)

unless you are a trader in the Equity Department ⁵ , a purchase of equity Securities of a Large Cap Issuer (with a market capitalization of more than $5 billion), if the value of such purchase, together with the value all of your purchases of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000;

(2)

unless you are a trader in the Equity Department ⁶ , a sale of equity Securities of a Large Cap Issuer, if the value of such sale, together with the value all of your sales of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000;

(3)

a purchase of investment grade, non-convertible debt Securities, if the value of such purchase, together with the value all of your purchases of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $25,000;

(4)

a sale of investment grade, non-convertible debt Securities, if the value of such sale, together with the value all of your sales of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $25,000;

(5)

a purchase (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund;

(6)

a redemption (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund;

(7)

a purchase of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such purchase together with the notional value of all such purchases with respect to a given currency in the previous six (6) calendar days would not exceed $25,000;

(8)

a sale of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such sale together with the notional value of all such sales with respect to a given currency in the previous six (6) days would not exceed $25,000;

⁴

Reminder : When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest, and over which you or they exercise direct or indirect influence or control. See section A, “Applicability of the Policy,” above and check the definition of “Securities” and of other capitalized terms in the “Definitions” section of the Code of Ethics above.

⁵

Traders in the Equity Department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000.

(9)

a bona fide gift of Securities that you receive or a bona fide gift of Securities that you make to any nonprofit organization qualified under Section 501 (c)(3) of the Internal Revenue Code;

(10)

an automatic, non-voluntary transaction, such as a stock dividend, stock split, spin-off, and automatic dividend reinvestment; or

(11)

a transaction pursuant to a mandatory tender offer or bond call that is applicable pro rata to all stockholders or bond holders, respectively.

The exemptions from pre-clearance in clauses (1) through (4) above do not apply to trading in any Security that is placed on a restricted list pursuant to the Policies and Procedures in Prevention of Insider Trading in Appendix 2. Further, the Chief Compliance Officer may suspend your ability to rely on the exemptions from preclearance in clauses (1) through (8) if he or she concludes that you have engaged in excessive personal trading or that pre-clearance by you is otherwise warranted.

You are responsible for determining if an issuer is a Large Cap Issuer; you may consult an appropriate Internet website for this purpose, such as Yahoo:Finance. Remember that you must always pre-clear all purchases and sales of EVC Securities that are publicly traded even if EVC is a Large Cap Issuer. See section B.1, “Pre-Clearance: EVC Securities,” above. Investment Professionals have additional pre-clearance obligations. See section E, “Additional Rules Applicable to Investment Professionals,” below.

You will not receive pre-clearance of a transaction for any Security at a time when there is a pending buy or sell order for that same Security for a Client, or when other circumstances warrant prohibiting a transaction in a particular Security. Remember that the term “Security” is broadly defined. For example, an option on a Security is itself a Security, and the purchase, sale and exercise of the option is subject to pre-clearance. A pre-clearance approval normally is valid only during the day on which it is given. Preclearance procedures are set forth in the Procedures.

If you are a Fund trustee who is not an employee of a Company, you do not have to pre-clear a transaction unless you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) calendar day period immediately before or after your transaction in a Security, the Fund or Non-Advised Portfolio purchased or sold the Security, or the Fund or Non-Advised Portfolio or its investment adviser considered purchasing or selling the Security.

2. Holding Period: Eaton Vance Closed-End Funds . Directors and officers of closed-end Funds, and certain Access Persons involved in managing such Funds, are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Senior Compliance Administrator will notify you and assist you in filing these Forms,

and you will not receive pre-clearance for any purchase or sale that would violate the six-month restriction. Therefore, if you are in this category, you should expect to hold the shares you purchase for at least six (6) months.

3. Prohibited and Restricted Transactions . The following transactions are either prohibited without prior approval, or are discouraged, as indicated. The procedures for obtaining approval are in the Procedures. These restrictions do not apply to Fund trustees who are not employees of a Company.

a. Initial Public Offerings. You may not purchase or otherwise acquire any Security in an Initial Public Offering. You may apply to the Chief Compliance Officer and the Investment Compliance Officer for prior written approval to purchase or acquire a Security in an Initial Public Offering, but approval will be granted only in rare cases that involve extraordinary circumstances. Accordingly, the Company discourages such applications. You might be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form.

b. Limited Offerings. You may not purchase or otherwise acquire any Security in a Limited Offering, except with the prior approval from the Chief Compliance Officer and the Investment Compliance Officer. (Remember that a Limited Offering, as defined, includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Limited Offering is appropriate for purchase by a Client, or when your participation in the Limited Offering is suggested by a person who has a business relationship with any Company or expects to establish such a relationship). Examples where approval might be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend.

c. Short Sales. You may not sell short any Security, except that you may (i) sell short a Security if you own at least the same amount of the Security you sell short (selling short “against the box”) and (ii) sell short U.S. Treasury futures and stock index futures based on the S&P 500 or other broad based stock indexes. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

d. Naked Options. You may not engage in option transactions with respect to any Security, except that (i) you may purchase a put option or sell a call option on Securities that you own and, (ii) in order to close such a transaction, you may sell a put option or purchase a call option on Securities that you own. You may not engage in the purchase or sale of publicly-traded options on shares of EVC Securities. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

e. Short-term Trading. You are strongly discouraged from engaging in excessive short-term trading of Securities. The purchase and sale, or sale and purchase, of the same or equivalent Securities within sixty (60) calendar days are generally regarded as short-term trading. Such transactions are subject to pre-clearance.

4. (a) Prohibited Transactions:

(a) Bank Loan Department. If you are an Access Person in the Bank Loan Department, you may not purchase or sell any Security issued by an entity (i) that is the borrower under a loan interest held in a Client’s portfolio, or (ii) listed on the Schedule of Limited Personnel and Listed Public Issuers maintained by the Bank Loan Department. In addition, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest that was or is being evaluated for purchase for a Client and was not purchased, until the 181 ^st calendar day after the decision was made not to purchase the loan interest.

(b) High Yield Department. If you are an Access Person in the High Yield Department, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest held in a Client’s portfolio that is found on the restricted list maintained by the High Yield Department pursuant to the Policies and Procedures in Prevention of Insider Trading. In addition, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest that was or is being evaluated for purchase for a Client and was not purchased that is found on the High Yield Department’s restricted list, until the 181 ^st calendar day after the decision was made not to purchase the loan interest.

5. Prohibited Transactions: Equity and Counselors Departments . If you are an Access Person in the Equity or Counselors Department, you may not purchase or sell any Security until the seventh (7 ^th ) calendar day after any (a) Analyst Select Portfolio activity regarding that Security (whether an addition, increased position, deletion, decreased position, or rating change), or (b) addition or deletion of such Security from the Counselors Focus Portfolio, or (c) change in the rating of that Security in the Monitored Stock List (i) from 1, 2 or 3 to 4 or 5, or (ii) from 3, 4 or 5 to 1 or 2, in each case to provide sufficient time for Client transactions in that Security before personal transactions in that Security. In addition, the Chief Compliance Officer may require other Access Persons with access to any of the Analyst Select Portfolio, Counselors Focus Portfolio or Monitored Stock List or other investment department research to adhere to the restrictions in this paragraph upon written notice to such Access Person by the Chief Compliance Officer.

In addition, traders in the Equity Department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000.

6. Prohibited Transactions: Investment Operations Department or Separately Managed Account Operations Department. If you are an Access Person in the Investment Operations Department or Separately Managed Account Operations Department, you may not purchase or sell any Security from the day of any communication or notice (verbal or written) of a pending program trade until the 2nd business day after execution of that pending program trade by all participating separately managed accounts.

7. Investment Clubs . You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Policy as your personal account, and it is usually impracticable for you to comply with the rules of this Policy, such as pre-clearance of transactions, with respect to that investment club. If you were a member of an investment club and a Company employee on September 1, 2000, you may either (i) resign from the club by January 31, 2001 or promptly upon becoming an Access Person, and until your resignation is effective you may not influence or control the investment decisions of the club, or (ii) you may continue as a member, but only if the club is regarded as your personal account and you (and the club) meet all of the requirements of this Policy with respect to every securities transaction by the club, including pre-clearance, prohibited and restricted transaction, and reporting requirements.

8. Reporting Requirements ⁶ . You are required to provide the following reports of your Security holdings and transactions to the Senior Compliance Administrator. Please refer to the Procedures for reporting procedures and forms.

a. Initial Report of Holdings. Within ten (10) calendar days after you become an Access Person, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than forty-five (45) calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

If you are an Independent Fund Trustee, you do not have to provide an initial report.

b. Annual Report of Holdings. After January 1 and before January 20 of each year, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, current within forty-five (45) calendar days before the report is submitted, including the title, type, exchange ticker or CU SIP number (if applicable), number of shares and principal amount of each Security held. Your report must include the name of

⁶	Remember that your reports also relate to members of your Immediate Family and the accounts referred to under section A, “Applicability of the Policy,” above. Please review the definition of Securities in the “Definitions” section of the Code of Ethics above.

any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

If you are an Independent Fund Trustee, you do not have to provide an annual report.

c. Quarterly Transaction Report. Within thirty (30) calendar days after the end of each calendar quarter, you must submit to the Senior Compliance Administrator a report of your transactions in Securities during that quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. If you established an account with a broker, dealer or bank in which any Security was held during that quarter, (i) after October 1, 2008, the broker, dealer or bank must be a Designated Broker and (ii) you must also state the name of the broker, dealer or bank and the date you established the account on your report. The report must state the date on which you submit it to the Senior Compliance Administrator.

If you are an Independent Fund Trustee, you do not have to provide a quarterly transaction report unless you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) day period immediately before or after your transaction in a Security, the Fund or Non-advised Portfolio purchased or sold the Security, or the Fund or Non-advised Portfolio or its investment adviser considered purchasing or selling the Security.

You do not have to submit a quarterly transaction report if (i) copies of all of your transaction confirmations and account statements are provided to the Senior Compliance Administrator for that quarter (see paragraph 9, “Confirmations of Transactions and Account Statements,” below), or (ii) all of the information required in such report is, on a current basis, already in the records of the Company (as, for example, in the case of transactions in EVC Securities through the EVC employee stock purchase plan or by the exercise of stock options).

9. Confirmations of Transactions and Account Statements . You must ensure that each broker, dealer or bank with which you maintain an account send to the Senior Compliance Administrator, as soon as practicable, copies of all confirmations of your Securities transactions and of all monthly, quarterly and annual account statements. See section A, “Applicability of the Policy - What Accounts are Covered,” above.

This requirement does not apply to (a) Fund trustees who are not employees of a Company or (b) Securities transactions involving shares of a Fund where EVD acts as your broker.

If you certify to the Compliance Assistance that the Senior Compliance Administrator has received all of your confirmations and account statements by the date your quarterly transaction report is due, and if those confirmations and statements contain all of the information required in your quarterly transaction report, you do not have to submit that report.

D. Rules Applicable to Reporting Persons ⁷

In addition to the “Rules Applicable to All Employees” and “Rules Applicable to Access Persons” in sections B and C above, if you are a Reporting Person, you are required to submit a written notice to the Senior Compliance Administrator prior to establishing any new Securities account covered by the Policy or placing an order for the purchase or sale of any Security with any broker, dealer or bank. The notice must identify the broker, dealer or bank on such account. If the account is established on or after October 1, 2008, the broker, dealer or bank must be a Designated Broker. Please refer to the Procedures for reporting procedures and forms.

E. Additional Rules Applicable to Investment Professionals and Certain Other Persons ⁸

If you are an Investment Professional, or a member of a portfolio management team in the case of section E.2 below, you may be subject to the following rules, in addition to the “Rules Applicable to Access Persons” in section D above. Before engaging in any personal Securities transactions, please review those rules, which include pre-clearance and reporting requirements, as well as restricted transactions.

The following rules relate to the requirement that transactions for Clients whose portfolios you manage, or for whom you make recommendations, take precedence over your personal Securities transactions, and therefore Clients must be given the opportunity to trade before you do so for yourself. In addition, it is imperative to avoid conflicts, or the appearance of conflicts, with Clients’ interests. While the following Securities transactions are subject to pre-clearance procedures, you are responsible for avoiding all prohibited transactions described below, and you may not rely upon the pre-clearance procedures to prevent you from violating these rules.

1. Prohibited Transactions: All Investment Professionals . You may not cause or recommend a Client to take action for your personal benefit. Thus, for example, you may not trade in or recommend a security for a Client in order to support or enhance the price of a security in your personal account, or “front run” a Client.

⁷	*Remember* that your reports also relate to members of your Immediate Family and the accounts referred to under section A, “Applicability of the Policy,” above. Please review the definition of Securities in the “Definitions” section of the Code of Ethics above.

⁸

2. Prohibited Transactions: Portfolio Managers, Members of Portfolio Management Teams and Investment Counselors . For each of the prohibited transactions listed below in this section E.2, you are deemed to “manage” and/or be part of the “portfolio management team” for each Client account for which (i) you are a named portfolio manager or investment counselor or (ii) you have regular access to nonpublic information regarding the actual purchase or sale of Securities for the account prior to the placement of an order to purchase or sell such Securities with the relevant trading personnel for execution. You are deemed to have such regular access to nonpublic information regarding the actual purchase or sale of Securities for a Client account if you have the authority to: (x) complete trade tickets (or other documentation) required in order to place an order to purchase or sell Securities for the account with the relevant trading personnel for execution; (y) place such an order for the account with the relevant trading personnel for execution; or (z) review such trade tickets (or other documentation) prior to submission to the relevant trading personnel for execution, in each case whether in hard copy or by electronic means. ⁹

a. Personal Trades in Same Direction as Client. If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not purchase any Security for your personal account until one (1) calendar day after you have purchased that Security for any Client account that you manage. You may not sell any Security for your personal account until one (1) calendar day after you have sold that Security for any Client account that you manage.

b. Personal Trades in Opposite Direction as Client: Seven-Day Blackout. If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not sell any Security for your personal account until the eighth (8 ^th ) calendar day after you have purchased that Security for any Client account that you manage. You may not purchase any Security for your personal account until the eighth (8 ^th ) calendar day after you have sold that Security for any Client account that you manage.

c. Trading Before a Client.

(i) If you are a portfolio manager or an investment counselor, before you place an order to purchase a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have purchased that

⁹

The prohibited transactions in this section E.2 are not intended to apply to (1) persons with access to nonpublic information regarding only potential purchases or sales of Securities in Client accounts, such as in connection with additions, deletions or rating changes of securities through the Analyst Select Portfolio, Counselors Focus Portfolio of Monitored Stock List (see section C.5 for the prohibitions that relate to such persons and such situations) or (2) persons in Eaton Vance Investment Counsel who have the type of authority identified in clause (x), (y) or (z) of this section E.2 solely to facilitate client service in the event of the absence from the office of the primary investment counselor(s) or other Eaton Vance Investment Counsel employee with primary responsibility for the account.

Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, there may be no impact on your prior purchase, or you may be required to sell that Security before it is purchased for the Client, or you may have to pay to the Client’s account the difference between your and the Client’s purchase price for the Security, if your price was lower.

(ii) If you are a portfolio manager or an investment counselor, before you place an order to sell a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have sold that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, you may or may not be required to pay to the Client’s account the difference between your and the Client’s sales price for the Security, if your price was higher.

(iii) As a member of a portfolio management team, if you enter into a Security transaction for your personal account of a type described in section E.2.c(i) or (ii) you must disclose such transactions to the Investment Compliance Officer (to the extent you have actual knowledge of the transaction for the Client account). Depending upon the circumstances, you may or may not be subject to the relevant requirements described in such sections.

d. General Prohibition. Because your responsibility is to put your Client’s interests ahead of your own, if you are a portfolio manager, an investment counselor or a member of a portfolio management team you may not delay taking appropriate action for a Client account that you manage in order to avoid potential adverse consequences in your personal account.

3. Prohibited Transactions: Investment Analysts . If you are an investment analyst, before you purchase or sell a Security, Clients must be afforded the opportunity to act upon your recommendations regarding such Security. You may not purchase or sell any Security for which you have coverage responsibility unless either (i) you have first broadly communicated throughout the relevant investment group your research conclusion regarding that Security (through an Analyst Select Portfolio recommendation or Security rating, including the Monitored Stock List Security rating) and afforded suitable Clients sufficient time to act upon your recommendation (as set forth in 3(a) and 3(b) below), or (ii) you have first determined, with the prior concurrence of the Investment Compliance Officer, that investment in that Security is not suitable for any Client. If your research conclusions are not communicated through an Analyst Select Portfolio recommendation or Security rating, before you purchase or sell a Security for which you have coverage responsibility, you must first obtain the approval of the Investment Compliance Officer.

a. Personal Trades Consistent with New or Changed Recommendations or Ratings. If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the third (3 ^rd ) business day after you have broadly communicated a new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, and then only if your transaction is consistent with your recommendation or rating.

b. Personal Trades Inconsistent with New or Changed Recommendations or Ratings. If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the tenth (10 ^th ) business day after you have broadly communicated your new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, if your transaction is inconsistent with your recommendation or rating. You must pre-clear any such transaction and disclose to the Investment Compliance Officer the reasons you desire to make a trade inconsistent with your recommendation or rating.

c. Trading before Communicating a Recommendation or Rating. If you are an investment analyst who is in the process of making a new or changed recommendation or rating for a Security for which you have coverage responsibility, but you have not yet broadly communicated your research conclusions and recommendations or ratings for such Security to the Investment Professionals in the relevant department, you are prohibited from trading in that Security.

4. Required Disclosures: Investment Analysts . If you are an investment analyst, before you make a recommendation that a Security be purchased, sold or held by a Client, you must disclose to the Investment Compliance Officer and to any Investment Professionals to whom you make the recommendation any direct or indirect beneficial interest you may have in that Security.

PART II

EATON VANCE CORP.

And SUBSIDIARIES

CODE OF BUSINESS CONDUCT AND ETHICS

For Directors, Officers and Employees

Adopted by the Board of Directors and effective on

October 31, 2004 (as revised February 1, 2005)

Eaton Vance Corp. (“Corporation”) desires to be a responsible member of the various communities in which it does business and to assure the welfare of those dependent upon the continuation of the Corporation’s good health, namely its shareholders, employees, customers and suppliers. It is the policy of the Corporation to comply with all laws and to conduct its business in keeping with the highest moral, legal, ethical and financial reporting standards. The Corporation’s policies apply equally to employees at all levels, and this Code of Business Conduct and Ethics (“Code”) applies to all Subsidiaries of the Corporation (“Subsidiary” is a company of which the Corporation holds, directly or indirectly, all of the ownership interests) and their officers, directors, managers and employees to the same extent as those of the Corporation. Accordingly, the term “Corporation” in this Code includes each Subsidiary, unless otherwise indicated.

The Corporation welcomes and appreciates the efforts of employees who communicate violations or suspected violations of this Code, and will not tolerate any form of retaliation against individuals who in good faith report possible misconduct even if, upon investigation, their suspicions prove to be unwarranted. To facilitate its compliance efforts, the Corporation has established a Business Conduct and Ethics Committee (“Ethics Committee”) consisting of the following officers of the Corporation: Executive Vice President; Chief Legal Officer; Chief Financial Officer; and Chief Administrative Officer.

All officers and managers of the Corporation are responsible for communicating and implementing these policies within their specific areas of supervisory responsibility.

Of course, no code of conduct can replace the thoughtful behavior of an ethical director, officer or employee, and the Corporation relies upon each individual within the organization to act with integrity, to use good judgment and to act appropriately in any given situation. Nevertheless, we believe that this Code can help focus the Corporation’s Board of Directors (“Board”) and the Corporation’s management on areas of ethical risk, provide guidance to our personnel to help them to recognize and deal with ethical issues and help to foster a culture of honesty and accountability. We encourage each member of the Board (“Director”) and management and each other employee to review this Code carefully, ask any questions regarding the policies and procedures embodied in this Code to ensure that everyone understands each such policy and procedure and the overall intent of the Code, and make every effort to remain in full compliance with both the letter and spirit of this Code.

Without limiting the generality of the above, the following presents the Corporation’s policy on specific topics concerning business ethics and legal compliance.

Conflicts of Interest

General. The Corporation’s officers, Directors and employees have a duty to be free of conflicting interests that might influence their decisions when representing the Corporation. Consequently, as a general matter, our Directors, officers and employees are not permitted to maintain any conflict of interest with the Corporation, and should make every effort to avoid even the appearance of any such conflict. A “conflict of interest” occurs when an individual’s private interest interferes in any way - or even appears to interfere - with the Corporation’s interests as a whole. A conflict of interest can arise when a Director, officer or employee takes action(s) or has interests that may make it difficult to perform his or her company work objectively and effectively or when a Director, officer or employee or a member of his or her family receives any improper personal benefits as a result of his or her position in the Corporation. Any officer or employee who believes that he or she may have a potential conflict of interest must report his or her concerns to a member of the Corporation’s Chief Legal Officer immediately. Any individual Director who believes that he or she has a potential conflict of interest must immediately report his or her concerns to the Chairman of the Board, who shall consult with the Chief Legal Officer on such matters. ¹⁰

Without limiting the generality of this Code’s prohibition on conflicts of interest involving the Corporation’s officers, Directors and employees:

•

The Corporation’s dealings with suppliers, customers, contractors and others should be based solely on what is in the Corporation’s best interest, without favor or preference to any third party, including close relatives.

•

Employees who deal with or influence decisions of individuals or organizations seeking to do business with the Corporation shall not own interests in or have other personal stakes in such organizations that might affect the decision-making process and/or the objectivity of such employee, unless expressly authorized in writing by the chief executive officer of the Corporation after the interest or personal stake has been disclosed.

•

Employees shall not do business on behalf of the Corporation with close relatives, unless expressly authorized in writing by the chief executive officer of the Corporation after the relationship has been disclosed.

¹⁰

Conflicts of interest involving, or situations that may give the appearance of a conflict of interest involving, a trader (or a person who has the ability to choose the broker that will execute any particular transaction) should be reported to the relevant investment department head and the Chief Legal Officer.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between the Corporation and the investment companies sponsored or advised by the Corporation (the “EV Funds”), the officers of which may also be officers of the Corporation. As a result, this Code recognizes that the officers of the Corporation, in the normal course of their duties (whether formally for the Corporation or for the EV Funds, or for all of them), will be involved in establishing policies and implementing decisions that will have different effects on each entity. The participation of the officers in such activities is inherent in the contractual relationships between those entities and is consistent with the performance by the officers of their duties as officers of the Corporation. Thus, if performed in conformity with the provisions of the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”), such activities will be deemed to have been handled ethically. In addition, the Board recognizes that officers of the Corporation may also be officers or employees of one or more investment companies or Subsidiaries covered by this Code or other codes of ethics.

Gifts, Preferential Treatment or Special Arrangements . Directors, officers and employees, while representing the Corporation, shall not seek or accept from any prospective or current provider of goods or services to the Corporation (“Service Provider”) or provide to any prospective or current investment management client of the Corporation (“Client”) any gift, favor, preferential treatment, or special arrangement of “Material Value.” “Material Value” includes such items as material goods with a value over $100; personal loans or guarantees of loans; or preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment. “Material Value” does not include occasional small gifts or mementos with a value of under $100.

If you are an employee that is a registered representative or hold a Financial Industry Regulatory Authority (“FINRA”) license (a “Licensed employee”), you are also subject to Eaton Vance Distributors, Inc.’s (“EVD”) Noncash Compensation Policy and Procedures (the “FINRA Policy”). To the extent that any provision of the FINRA Policy is more restrictive than the policy stated herein and you are a Licensed employee, the FINRA Policy governs. Please check with the Chief Compliance Officer of EVD if you have any questions about the FINRA Policy.

Entertainment . Directors, officers and employees, while representing the Corporation, shall not participate in any form of “Entertainment” provided by any Service Provider to the Corporation unless an employee of the Service Provider providing the Entertainment is present at the event. “Entertainment” includes such items as tickets for theater, musical, sporting, charitable, cultural or other entertainment events; meals or social gatherings; or transportation and/or lodging outside of the Service Provider’s headquarter city. This restriction shall not apply to occasional tickets, meals or social gatherings with a value of under $100 (which should be considered a gift subject to the Gifts, Preferential Treatment or Special Arrangements section above). In addition, if an appropriate senior executive of the Corporation approves the receipt of transportation and/or lodging outside of the Service Provider’s headquarter city as having a legitimate business purpose, then such transportation and/or lodging may be accepted.

Directors, officers and employees, while representing the Corporation, shall not seek to provide to any Client any form of “Entertainment” (as defined above) unless a director, officer or employee of the Corporation will be present at the event. This restriction shall not apply to occasional tickets, meals or social gatherings with a value of under $100 (and which should be considered a gift subject to the Gifts, Preferential Treatment or Special Arrangements section above).

If you are a Licensed employee, you are also subject to Eaton Vance Distributors, Inc.’s FINRA Policy. To the extent that any provision of the FINRA Policy is more restrictive than the policy stated herein and you are a Licensed employee, the FINRA Policy governs. Please check with the Chief Compliance Officer of EVD if you have any questions about the Policy.

Transactions with Affiliates. Certain conflicts of interest arise out of the relationship between officers of the Corporation and the EV Funds, and are subject to provisions in the Investment Company Act and the Investment Advisers Act and the regulations thereunder that address conflicts of interest. For example, officers of the Corporation may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the EV Funds because of their status as “affiliated persons” of “affiliated persons” of the EV Funds. The Corporation’s and the EV Funds’ compliance programs and procedures are designed to prevent, or identify and correct, violations of such provisions. This Code does not, and is not intended to, duplicate, change or replace those programs and procedures, and such conflicts fall outside of the parameters of this Code.

Corporate Opportunities

Each of our Directors, officers and employees holds a personal duty to the Corporation to advance the Corporation’s legitimate business interests when the opportunity so arises. No Director, officer or employee of the Corporation is permitted to:

•

take personally, whether for economic gain or otherwise, any business opportunity discovered though the use of the Corporation’s property or information or such person’s position with the Corporation, where such opportunity might be taken by the Corporation, unless, after full disclosure, it is authorized in writing by the chief executive officer of the Corporation;

•

use any of the Corporation’s corporate property, information, or his or her position with the Corporation for personal gain to the detriment of the Corporation; or

•

compete with the Corporation.

Confidentiality/Insider Information

It is imperative that our Directors, officers and employees safeguard confidential information including, but not limited to, information regarding transactions contemplated by the Corporation and the Corporation’s finances, business, computer files, employees, present and prospective customers and suppliers and stockholders. You must not disclose confidential information except where disclosure is authorized by the Corporation’s chief executive officer or Legal Department, or is otherwise required by applicable law. Your obligation to preserve and not disclose the Corporation’s confidential information continues even after your employment by the Corporation ends.

You must keep confidential, and not discuss with anyone other than other employees for valid business purposes, information regarding Client investment portfolios, actual or proposed securities trading activities of any Client, or investment research developed in the Corporation. You should take appropriate steps, when communicating the foregoing information internally, to maintain confidentiality, for example, by using sealed envelopes, limiting computer access, and speaking in private.

As noted above, no officer, Director or employee of the Corporation may in any manner use his or her position with the Corporation or any information obtained in connection therewith for his or her personal gain. Your obligations to the Corporation in this regard within the context of non-public, or “insider” information regarding the Corporation compel particular emphasis. Directors, officers and employees must not disclose or use or attempt to use “confidential” or “insider” information to further their own interests or for personal gain, economic or otherwise or for any other reason except the conduct of the Corporation’s business.

“Insider information” is non-public information that could affect the market price of our stock or influence investment decisions. Our officers, directors and employees are prohibited from disclosing or using non-public information for personal gain, whether through the purchase or sale of our publicly traded securities or otherwise, and are urged to avoid even the appearance of having disclosed or used non-public information in this manner. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal and may result in civil and/or criminal penalties. Every employee is responsible for being familiar with the Eaton Vance Policies and Procedures in Prevention of Insider Trading, available upon request from the Senior Compliance Administrator.

Protection and Proper Use of Other Corporation Assets

All of our Directors, officers and employees should endeavor at all times to protect our Corporation assets and ensure their efficient use. Theft, carelessness and waste can have a direct impact on the Corporation and our profitability; corporate assets should be used only for legitimate business purposes and in an otherwise responsible and reasonably efficient manner.

Fair Dealing

Although other sections of this Code specifically address your compliance with applicable laws and regulations and other standards, as a general matter, all of our directors, officers and employees shall endeavor under all circumstances to deal fairly with our customers, suppliers, competitors and employees. No Director, officer or employee of the Corporation shall take unfair advantage in the context of his or her position with the Corporation of any other person or entity through manipulation, concealment, abuse of privileged information, misrepresentation of material fact or any other unfair-dealing practice.

Compliance with Laws and Regulations

The Corporation and its employees shall comply with all laws and regulations applicable to its business, including, but not limited to, the following:

Securities Law. Applicable federal and state securities laws, including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, and the rules and regulations of the Securities and Exchange Commission (the “SEC”), as well as applicable rules of FINRA and, in the case of the Corporation, the listed company rules of the New York Stock Exchange.

Antitrust. Antitrust and related laws designed to protect against illegal restraint of competition. The Corporation will not engage or attempt to engage in agreements with competitors or suppliers to fix or illegally discriminate in pricing, or participate or attempt to participate in any form of bid rigging.

Foreign Activities. The U.S. Foreign Corrupt Practices Act and, in the case of a Subsidiary organized and doing business in a foreign country, the applicable laws of such country. Actions taken outside the U.S., whether by non-U.S. personnel or by U.S. personnel operating internationally which may be in conformance with local custom, may be viewed as against permissible American standards of conduct. Accordingly, in instances where U.S. laws, regulations and standards relating to ethical conduct are more restrictive than those of a particular locality outside the U.S., conduct should be governed by U.S. standards.

You are not expected to know every detail of these or other applicable laws or rules, but should review the Foreign Corrupt Practices Act Policy attached to the Code of Ethics as Appendix 3 and seek advice from the Corporation’s internal auditing staff, independent auditor, or internal legal staff, as appropriate.

Illegal or Unethical Payments

The Corporation does not permit illegal, improper, corrupt or unethical payments to be made in cash, property, or services by or on behalf of the Corporation in order to secure or retain or attempt to secure or retain business or other advantages, including, but not limited to, payments to any employee of a customer or supplier of the Corporation for

the purpose of influencing that employee’s actions with respect to his employer’s business. Such payments may constitute a crime in most U.S. and foreign jurisdictions. In jurisdictions where they are not so considered, they are regarded by the Corporation as unethical payments. Agents and representatives of the Corporation are required to follow the provisions of this Code in their dealings on behalf of the Corporation.

Public Officials. Reasonable business entertainment, such as lunch, dinner, or occasional athletic or cultural events may be extended to government officials, but only where permitted by local law.

Customers and Others. Business entertainment that is reasonable in nature, frequency and cost is permitted, as is the presentation of modest gifts where customary. Because no clear guidelines define the point at which social courtesies escalate to, and may be regarded as, improper or unethical payments, extreme care must be taken in this regard. This is subject to the applicable rules of FINRA with respect to employees of EVD.

Form of Payments of Amounts Due Agents, Representatives and Others. All payments for commissions or other similar obligations are to be paid by check or draft, bank wire transfer, or other authorized means, and shall, in each case, be made payable to the order of the recipient or his authorized agent. The use of currency or other forms of “cash” payments is not acceptable.

Accounting and Financial Reporting Standards

The Corporation has implemented and will comply with generally accepted accounting principles for entries on our books and records. Entries should be properly authorized, complete, and accurate and reflect the transactions to which they relate. No false, artificial, misleading or deceptive entries should be made for any reason. No employee of the Corporation shall provide false information to, or otherwise mislead, our independent or internal auditors.

Bank or other accounts shall be fully accounted for and accurately described in our records.

In addition to this Code, the Corporation has adopted a Code of Ethics for Principal Executive and Senior Financial Officers, which supplements this Code and is intended to promote (a) honest and ethical conduct and avoidance of improper conflicts of interest; (b) full, fair, accurate, timely, and understandable disclosure in the Corporation’s periodic reports; and (c) compliance by such senior financial executives with all applicable governmental rules and regulations.

Outside Directorships and Employment

No officer or employee of the Corporation may serve as a director, officer, employee, trustee, general partner, or paid consultant of any corporation or other entity, whether or not for pay, without the prior written approval of his or her department head and the Chief Legal Officer. This restriction shall not apply to serving any charitable or non-profit organization or to serving as a director, officer, trustee or general partner of any entity formed solely for the purpose of administering the personal affairs of that officer or employee or his or her Immediate Family.

Media Inquiries

Occasionally, employees may receive an inquiry from a media representative requesting information or comment on some aspect of the Corporation’s affairs. Such questions must be referred to the Corporation’s Director of Public Affairs or the Legal Department, unless specifically covered by a formal procedure adopted by the Corporation.

Political Activities

Employees are encouraged to participate in political activities as they see fit, on their own time and at their own expense provided that such participation complies with the Corporation’s Rule 206(4)-5 (“Pay-to-Play”) Procedures (see Appendix 4). The Corporation will not compensate or reimburse employees for such activities.

The Corporation will not contribute anything of value to political parties, candidates for public office or elected officials, except in jurisdictions where such contributions are legal and in compliance with the Corporation’s Rule 206(4)-5 (“Pay-to-Play”) Procedures, and approved by our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, and reported to the Board. Furthermore, without such approval, no corporate asset may be used in support of any organization whose political purpose is to influence the outcome of a referendum or other vote of the electorate on public issues.

Discipline

Any employee who violates or attempts to violate this Code or any other formal policies of the Corporation may be subject to disciplinary action, up to and including termination, in management’s discretion.

Periodic Review and Revision

Management reserves the right to amend and revise this Code in its sole discretion. Management shall report such amendments to the Board at its next following meeting. At least annually Management shall provide a report to the Board regarding material violations of this Code, and the Board shall review this Code at least annually. Employees will be apprised promptly of any changes to the policies, procedures and obligations set forth herein.

Reporting Obligation

It is the responsibility of each of our employees who has knowledge of misappropriation of funds, activities that may be of an illegal nature, or other incidents involving company loss, waste, and abuse or other violations of this Code to promptly report, in good faith, the situation to the Chief Compliance Officer.

Prohibition Against Retaliation

Under no circumstances may the Corporation or any director, officer or employee of the Corporation discharge, demote, suspend, threaten, harass or in any other manner discriminate against an employee in the terms or conditions of his or her employment on the basis of any lawful act by that employee to:

•

provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of the federal securities laws, the rules and regulations of the SEC or any provision of federal law relating to fraud against shareholders, when the information or assistance is provided to, or the investigation conducted by:

•

A federal regulatory or law enforcement agency;

•

Any member of Congress or any committee of Congress; or

•

Any person with supervisory authority over the employee (or such other person working for the employer who has the authority to investigate, discover, or terminate misconduct); or

•

file, cause to be filed, testify, participate in or otherwise assist in a proceeding filed or about to be filed (with any knowledge of the employer) relating to any such alleged violation.

No Rights Created; Not Exclusive Code

This Code is a statement of certain fundamental principles, policies and procedures that govern the Corporation’s Directors, officers and employees in the conduct of the Corporation’s business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.

This Code is not the exclusive code of ethics applicable to employees of the Corporation, who are also subject to the code of ethics - policy on personal securities transactions, designed to comply with the requirements of rules under the Investment Company Act and the Investment Advisers Act.

GENERAL PROVISIONS

1. Maintenance of List of Access Persons and Investment Professionals: Notification . The Senior Compliance Administrator shall maintain a list of all Access Persons and Investment Professionals, shall notify each of his or her status, and shall ensure that each has received a copy of the Code of Ethics.

2. Review of Securities Reports . The Chief Compliance Officer shall ensure that all Initial and Annual Reports of Securities Holdings and Quarterly Transaction Reports, together with all Securities Transaction Confirmations and Account Statements received by the Senior Compliance Administrator, will be reviewed in accordance with the attached Procedures.

3. Certifications by Employees . Each employee of a Company must certify at the time of hire and annually thereafter (within the timeframes established from time to time by the Legal Department) that he or she has read and understood the Code of Ethics and has complied and will comply with its provisions. In addition upon any revision to a Company’s Code of Ethics, each employee of that Company must certify that he or she has read the Code, as revised, and understands and will comply with its provisions.

4. Fund Board Approval . The Board of Trustees of each Fund, including a majority of the Independent Fund Trustees, has approved this Code of Ethics and must approve any material change hereto within six months after such change is adopted.

5. Annual Report to Fund Board . At least annually each Company shall submit to the Board of Trustees of each Fund and each Sub-advised Fund for consideration a written report that (i) describes any issues arising under the Code of Ethics or the Procedures since the last report the Board, including information about material violations of the Code of Ethics or the Procedures and the sanctions imposed in response to material violations, and (ii) certifies that each Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

6. Recordkeeping Requirements . Each Company shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange Commission (“SEC”) or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

(1)

copies of the Code of Ethics currently in effect and in effect at any time within the past five (5) fiscal years;

(2)

a record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five (5) years after the end of the fiscal year in which the violation occurred;

(3)

copies of each report referred to in sections C or D.8 of the Policy on Personal Securities Transactions (“Policy”), Part I above, to be maintained for

at least five (5) years after the end of the fiscal year in which the report is made or information provided (notwithstanding the foregoing, any confirmation relating to a Securities transaction subsequently reported in a monthly, quarterly or annual account statement may be disposed of following the receipt of such account statement);

(4)

a record of any approval to acquire a Security in an Initial Public Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(5)

a record of any approval to acquire a Security in a Limited Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(6)

a record of all persons, currently or within the past five (5) fiscal years, who are or were required to make reports referred to in section D.8 of the Policy and who are or were responsible for reviewing such reports;

(7)

copies of each certification referred to in paragraph 3 of these General Provisions made by a person who currently is, or in the past five (5) years was, subject to this Code of Ethics, to be maintained for at least five (5) years after the fiscal year in which the certification made; and

(8)

a copy of each Annual Report to a Fund Board referred to in paragraph 5 of these General Provisions, to be maintained for at least five (5) years after the end of the fiscal year in which it was made.

7. Confidentiality . All reports and other documents and information supplied by any employee of a Company or Access Person in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of EVC, by representatives of the SEC, or otherwise as required by law, regulation, or court order.

8. Interpretations . If you have any questions regarding the meaning or interpretation of the provisions of this Code of Ethics, please consult with the Compliance Attorney.

9. Violations and Sanctions . Any employee of a Company who violates any provision of this Code of Ethics shall be subject to sanction, including but not limited to censure, a ban on personal Securities trading, disgorgement of any profit or taking of any loss, fines, and suspension or termination of employment. Each sanction shall be recommended by the Compliance Officer in consultation with the Chief Compliance Officer and approved by the Chief Legal Officer or Management Committee of EVC. In the event the Chief Compliance Officer violates any provisions of this Code of Ethics, the Chief Legal Officer shall recommend the sanction to be imposed for approval by the Management Committee of EVC.

If the Chief Compliance Officer believes that any Fund trustee who is not an employee of a Company has violated any provision of the Policy, he or she shall so advise the trustees of the Fund, providing full particulars. The Fund trustees, in consultation with counsel to the Fund and/or counsel to the Independent Fund Trustees, shall determine whether a material violation has occurred and may impose such sanctions as they deem appropriate.

In adopting and approving this Code of Ethics, the Company and the Fund Boards of Trustees do not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 17j-1 under the Investment Company Act or Rule 204A-1 of the Investment Advisers Act.

END

Federated Investors, Inc.

Code of Ethics for Access Persons

Effective 9/16/2011

Table of Contents


		Page

INTRODUCTION			1

1	RESPONSIBILITIES		2

1.1	G ENERAL P RINCIPLES		2
1.2	C OMPLIANCE WITH THIS C ODE IS A CONDITION OF EMPLOYMENT		3
1.3	P ERSONAL R ESPONSIBILITY		3
1.4	P ERCEIVED AMBIGUITY SHALL NOT EXCUSE VIOLATIONS		4
1.5	P RECLEARANCE DOES NOT PROTECT WRONGDOING		4

2	REPORTING REQUIREMENTS		4

2.1	I NITIAL R EPORTING R EQUIREMENTS		4
2.2	Q UARTERLY R EPORTING R EQUIREMENTS		5
2.3	A NNUAL R EPORTING R EQUIREMENTS		6
2.4	I NDEPENDENT D IRECTORS		6
2.5	N ON -F EDERATED O FFICERS OF F EDERATED F UNDS OR P ROPRIETARY C LIENT F UNDS		7
2.6	A CCESS P ERSONS A CKNOWLEDGMENTS OF R ECEIPT OF C ODE OF E THICS AND A MENDMENTS		8

3	PRECLEARANCE REQUIREMENTS		8

3.1	P RECLEARANCE OF T RADES		8
3.2	D URATION AND R EVOCATION		9
3.3	P RECLEARANCE D OES N OT P ROTECT W RONGDOING		9
3.4	E XCEPTIONS		9
3.5	E XCEPTION FOR E MPLOYEE S TOCK O PTIONS OF A P REVIOUS E MPLOYER		10
3.6	F EDERATED S TOCK AND O PTIONS T RADING		11
3.7	S PECIAL R ULES FOR E QUITY T RANSACTIONS B ASED ON M ARKET C APITALIZATION		11

4	EXEMPT TRANSACTIONS		11

4.1	E XEMPT S ECURITIES		11
4.2	D ISCRETIONARY A CCOUNTS		12

5	PROHIBITIONS AND RESTRICTIONS		12

5.1	G ENERAL P ROHIBITIONS		12
5.2	E QUITY I NITIAL P UBLIC O FFERINGS (IPO S ) ARE P ROHIBITED		14
5.3	P RIVATE P LACEMENTS R EQUIRE P RIOR C OMPLIANCE A PPROVAL		14
5.4	P ROHIBITION OF S HORT -T ERM P ROFITS – 60-D AY R ULE – I NDIVIDUAL S ECURITIES		15
5.5	M INIMUM H OLDING P ERIOD – D ESIGNATED F EDERATED F UNDS		15
5.6	P ROHIBITION ON I NSIDER T RADING		16
5.7	D ISCLOSURE OR M ISUSE OF F UND I NFORMATION		16
5.8	B LACKOUT P ERIODS – F UND T RADES		16
5.9	P RIOR K NOWLEDGE		17
5.10	S ERVING AS A D IRECTOR OR O FFICER OF O UTSIDE O RGANIZATIONS		17
5.11	E XCESSIVE T RADING AND M ARKET T IMING		19
5.12	I NDEPENDENT D IRECTORS		20
5.13	R ESTRICTIONS ON I NVESTMENT C LUBS		20
5.14	D ISCLOSURE OF P ERSONAL I NTERESTS		20


6	PROHIBITIONS ON GIVING/RECEIVING GIFTS; POLITICAL AND CHARITABLE CONTRIBUTIONS	21

7	REVIEW, REPORTING, EDUCATION AND SANCTIONS	22

7.1	M ANAGEMENT R EVIEW OF I NVESTMENT P ERSONNEL ’ S T RADING A CTIVITY	22
7.2	C OMPLIANCE R EVIEW OF R EPORTS AND T RADING A CTIVITY , AND THIS C ODE OF E THICS	23
7.3	S ELF - DISCOVERY AND R EPORTING	23
7.4	E DUCATION	24
7.5	S ANCTIONS	24
7.6	F ACTORS F OR C ONSIDERATION	24
7.7	R EPORTING OF V IOLATIONS	25

8	DEFINITIONS	25

8.1	1933 A CT	25
8.2	1934 A CT	25
8.3	1940 A CT	25
8.4	A CCESS P ERSON	25
8.5	A DVISER	26
8.6	A DVISERS A CT	26
8.7	A SSOCIATED P ROCEDURES	26
8.8	A UTOMATIC I NVESTMENT P LAN	26
8.9	B ENEFICIAL O WNERSHIP	26
8.10	B OARD	26
8.11	C ODE	27
8.12	C OMPLIANCE C OMMITTEE	27
8.13	C OMPLIANCE D EPARTMENT	27
8.14	C ONTROL	27
8.15	C OVERED S ECURITY	27
8.16	F EDERAL S ECURITIES L AWS	27
8.17	F EDERATED	28
8.18	F UND	28
8.19	I NDEPENDENT D IRECTOR	28
8.20	I NFLUENCE	28
8.21	I NITIAL P UBLIC O FFERING	28
8.22	I NVESTMENT P ERSON ; I NVESTMENT P ERSONNEL	28
8.23	P RIVATE P LACEMENT	29
8.24	P URCHASE OR S ALE	29
8.25	R EPORTABLE F UND	29
8.26	SEC	29
8.27	S ECURITY	29
8.28	S UPERVISED P ERSON	29
8.29	U NDERWRITER	29
8.30	V ENDOR	30

	ADDENDUM
	Access Persons Procedures	A-1
	Compliance Department Procedures	B-1

CODE OF ETHICS FOR ACCESS PERSONS

Introduction

This Code sets forth standards of conduct and professionalism that apply to all persons designated as Access Persons by the Compliance Department. This Code was designed and established, and will be maintained and enforced, to protect Federated’s clients (or Funds) by deterring misconduct and to guard against violations of the Federal Securities Laws. This Code reinforces the value that Federated places on ethical conduct. Each Access Person must comply with this Code and uphold Federated’s ethical standards at all times. Each Access Person also is responsible for ensuring that spouses, children and others residing in the same household do not violate applicable provisions of this Code.

It is Federated’s policy that business must be conducted in accordance with the highest fiduciary, legal and ethical standards. Federated’s reputation for integrity is its most important asset and each Access Person must contribute to the care and preservation of that asset. This reputation for integrity is the cornerstone of the public’s faith and trust in Federated; it is what provides Federated an opportunity to serve investors, shareholders and other stakeholders. A single Access Person’s misconduct can damage Federated’s hard-earned reputation.

This Code sets forth the fiduciary, legal and ethical requirements and certain “best practices” that must be satisfied to comply with this Code. This Code also establishes procedures that Access Persons must follow in order to comply with this Code.

Key terms are defined in Section 8 of this Code.

Access Persons. Access Persons are defined under Section 8.4 of this Code and include:

(a)

Designated employees of Federated, including those who work for any subsidiary that is an Adviser, an Underwriter for funds and employees of certain other subsidiaries;

(b)

Independent Directors of a fund;

(c)

Designated officers of Federated funds or proprietary funds who are not employed by Federated. ( e.g. , designated outside counsel who serve as secretary to one or more funds); and

(d)

All Investment Personnel ;

(e)

Any other individual designated by the Compliance Department. This may include a Federated employee or a temporary hire, vendor, consultant, service provider or other third party employee.

Application to Access Persons. This Code applies only to those individuals specified above, designated as Access Persons under this Code. Please note that certain requirements of this Code apply to Access Persons, while others may only apply to Investment Persons.

Application to Household Members. As noted above, each Access Person also is responsible for assuring that spouses, children or any others residing in the same household do not violate the provisions of this Code that are applicable to the Access Person (even if certain provisions of this Code do not specifically reference household members). See the definitions of “Access Person” and “Investment Personnel” in Section 8 of this Code for further information.

This Code also applies to accounts or holdings for persons outside the household, over which the Access Person has investment discretion, influence or control.

Questions. All Access Persons are obligated to read the requirements of this Code carefully. If you have any questions regarding how this Code applies to any conduct or practice, please contact the Compliance Department. When in doubt, an Access Person should ask before taking any action.

Compliance with Other Requirements Still Required. This Code supersedes prior versions of this Code. This Code does not supersede, or relieve an Access Person from complying with applicable laws or with other Federated standards and corporate and departmental policies or procedures which can be found on Federated’s internal website. A violation of any of these policies or procedures by an Access Person may, depending upon the circumstances, also constitute a violation of this Code.

Sanctions for Violations of this Code. Federated intends to enforce the provisions of this Code vigorously. A violation of this Code may subject an Access Person to sanctions as set forth in Section 7 below, and possible civil and criminal liability.

Adoption. Pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act (as applicable), this Code has been adopted on behalf of each investment company that is served by the Board of Directors of the Federated funds, Federated’s Advisers and Federated’s Underwriters.

1	Responsibilities

1.1

General Principles

The following general principles govern all conduct of Access Persons, whether or not the conduct also is covered by more specific standards or procedures set forth below.

(a)

Fiduciary Principles

Each Access Person must:

•

(i) place the Funds’ interests ahead of his or her personal interests;

•

(ii) disclose and, where possible, avoid conflicts of interest (actual or potential) and the appearance of any conflict with the Funds or any other party;

•

(iii) conduct his or her personal transactions in a manner, which is consistent with this Code and which does not interfere with Fund portfolio transactions or otherwise take unfair or inappropriate advantage of his or her position or relationship to a Fund or any other party;

•

(iv) not show inappropriate favoritism of one Fund over another Fund in a manner that would constitute a breach of fiduciary duty;

•

(v) not accept or offer inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence decision-making by either Federated, an Adviser, a Fund or any other party;

•

(vi) safeguard material nonpublic Fund information and control its dissemination in a manner consistent with Federated’s policies and applicable legal requirements; and

•

(vii) otherwise act in good faith, in an open, honest, non-misleading, professional and unbiased manner, with integrity, and in a manner that instills trust and confidence and promotes independence in the investment decision-making process, in each aspect of the Access Person’s professional activities and business (including, without limitation, in all disclosures, advertisements and other communications, and dealings, with Funds, shareholders and accountholders).

For example, an Access Person’s failure to recommend or purchase a Covered Security for the Fund in order to purchase the Covered Security for the Access Person’s personal benefit may be considered a violation of this Code.

(b)

Legal Principles

In addition to complying with the above fiduciary principles, each Access Person must comply with State and Federal securities laws, rules and regulations. If you have questions concerning complying with applicable law, contact the Compliance Department or Federated’s General Counsel.

1.2

Compliance with this Code is a Condition of Employment

Every Access Person must adhere to the general principles set forth in Section 1.1 above, and comply with the specific provisions and Associated Procedures of this Code and the spirit of those provisions. Literal compliance with specific provisions will not be sufficient where the transactions undertaken by an Access Person show a pattern of abuse of the Access Person’s fiduciary duty or of violation of applicable legal requirements.

1.3

Personal Responsibility

It is the responsibility of each Access Person to take all steps necessary before executing a personal trade, or taking other action, to verify that the trade or other action is in compliance with the provisions and intent of this Code.

1.4

Perceived Ambiguity shall not Excuse Violations

Any Access Person who believes a particular provision of this Code is ambiguous is required to contact the Compliance Department for a determination prior to executing a transaction or taking other action subject to that provision.

1.5

Preclearance does not Protect Wrongdoing

Receipt of express prior preclearance approval does not exempt you from the prohibitions outlined in this Code.

2	Reporting Requirements

The Reporting Requirements in Sections 2.1, 2.2, and 2.3 of this Code apply to Access Persons and their household members (generally including members of the immediate family sharing the same household, e.g., a spouse and unemancipated children) and certain partnerships, trusts, corporations or other similar arrangements. Access Persons should contact the Chief Compliance Officer for further clarification if they have questions regarding the application of this Code.

Every Access Person must report (1) all Covered Securities in which the Access Person or members of his or her household have direct or indirect investment discretion, influence or control (either for the benefit of the Access Person or for any other party), (2) all transactions in those Covered Securities, and (3) all accounts in which any Covered Securities are held. An Access Person is deemed to have influence or control over a discretionary account as described in Section 4.2.

NOTE : All information provided by the Access Person must be current as of a date no more than 45 days before the report is required to be submitted. Failure to provide that information within the time specified (if it is not being provided directly to Compliance by the financial institution or other party) shall be deemed a violation of the Code and SEC Rules.

Covered Securities transactions of Access Persons will be reviewed for compliance with the provisions of this Code. A violation may result from either a single transaction or multiple transactions if the Compliance Department determines that the transaction(s) did not comply with provisions of this Code.

Information relating to the holdings and personal trades of Access Persons will be shared with Senior Management of Federated from time to time for purposes of reviewing Access Person trading patterns and practices.

2.1

Initial Reporting Requirements

Within ten (10) calendar days of becoming an Access Person , the Access Person is required to submit to the Compliance Department, a holdings report including:

(a)

The full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held in any form, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including, without limitation, those shares of Federated funds included under this Code’s definition of “Covered Security,”

(b)

All investment accounts with a financial institution or intermediary, including the name and address of any broker, dealer, bank or other financial institution holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, and the account numbers (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator);

(c)

The date the Access Person submits the report.

The Compliance Department will direct the broker, dealer, bank or other financial institution maintaining each account to provide duplicate confirmations of all transactions and account statements directly to the attention of the Compliance Department, in a timely fashion. The Compliance Department also will obtain reports on accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator. Each Access Person must assure that such information is received.

2.2

Quarterly Reporting Requirements

By the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after the end of the calendar quarter) every Access Person must review the information recorded by the Compliance Department relating to his or her personal accounts (discretionary and non-discretionary) and all transactions in any Covered Securities, regardless of the form in which such securities are held, (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.), and each Access Person must complete and submit to the Compliance Department a quarterly Securities transaction report, using TradeComply where available, to:

(a)

Identify and confirm that all Covered Security transactions during the previous calendar quarter in all accounts in which the Access Person or household members have a direct or indirect investment discretion, influence or control, have been reported, including, without limitation, transactions in Federated funds included under this Code’s definition of “Covered Security” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator);

(b)

Identify and confirm that all investment account information has been reported, including any new investment account(s) established during the quarter with broker-dealers, banks or other financial institutions holding any Securities in which the Access Person or members of his or her household have any direct or indirect investment discretion, influence or control, along with the name and address of the intermediary, the date the account was established and account number;

(c)

Resolve any discrepancies identified with the Compliance Department; and

(d)

Record an electronic signature and date on TradeComply or other process approved by the Compliance Department.

The information required in Section 2.2(a) above shall include at least the following information about each transaction involving a Covered Security in which the Access Person or household member had, or as a result of a transaction acquired, any direct or indirect investment discretion, influence or control: (1) the date of the transaction, (2) the full security name, description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, interest rate, maturity date, number of shares and principal amount of each Covered Security held, (3) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), (4) the price of the Security at which the transaction was effected, and (5) the name of the broker, dealer, bank or other financial institution with or through which the transaction was effected.

An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated so long as trade confirmations or account statements are received by the Compliance Department no later than 25 days after the end of the applicable calendar quarter.

2.3

Annual Reporting Requirements

On an annual basis and by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department, every Access Person is required to provide a written acknowledgment (1) that he or she is subject to, has received a copy of and read this Code, and (2) of his or her understanding of and compliance with this Code, its requirements and Associated Procedures. At the same time, the Access Person must review a current list of Covered Securities held in the Access Person’s account(s), as recorded by the Compliance Department, for accuracy, and complete and submit to the Compliance Department an annual report using TradeComply to:

(a)

Identify and confirm all Covered Securities held in any form (e.g., brokerage/bank accounts, registered holdings, physical certificates, etc.) in any location, in which the Access Person or household member had any direct or indirect investment discretion, influence or control, including the full security name and description (i.e., type), CUSIP, SEDOL or exchange ticker symbol, number of shares and principal amount of each Covered Security held, including, without limitation, those shares of Federated funds included under this Code’s definition of “Covered Security,” that are held in accounts with a financial institution or intermediary (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator);

(b)

Resolve any discrepancies with the Compliance Department, and

(c)

Record an electronic signature and date on Trade Comply or other process approved by the Compliance Department.

2.4

Independent Directors

Independent Directors must report all holdings and transactions in shares of Federated funds included under this Code’s definition of “Covered Security” that are held in accounts with a broker-dealer, bank or other financial institution or intermediary (this does not include accounts held directly with Federated’s Transfer Agent or 401k Plan Administrator).

Except for holdings and transactions involving Federated funds, an Independent Director (unless previously identified by the Compliance Department as being an Access Person who cannot take advantage of this Section) is exempt from all other reporting requirements so long as, at the time of a personal transaction in a Covered Security, such Independent Director neither knew nor, in the ordinary course of fulfilling his or her official duties as a fund director, should have known that during the 15-day period immediately before or after the director’s transaction that the Covered Security was purchased or sold by the Fund, or considered for Purchase or Sale.

Any Independent Director who is identified by the Compliance Department as being an Access Person who cannot take advantage of this Section must comply with all reporting requirements applicable to Access Persons set forth in this Code or its Associated Procedures.

2.5

Non-Federated Officers of Federated Funds or Proprietary Client Funds

(a)

Non-Federated personnel serving as officers of a fund who are specifically designated as Access Persons subject to this provision shall be so notified by the Compliance Department and shall be deemed to be Access Persons.

(b)

Such specially designated Access Persons shall be subject to all provisions under this Code applicable to Access Persons (as applicable), except that only the following provisions apply:


Section 1		Responsibilities

Section 2		Reporting Requirements

Section 4.1		Exempt Securities

Section 4.2		Discretionary Accounts

Section 5.1		General Prohibitions

Section 5.2		Equity Initial Public Offerings (IPOs) are Prohibited

Section 5.3		Private Placements Require Prior Compliance Approval

Section 5.5		Minimum Holding Period – Designated Federated Funds

Section 5.6		Prohibition on Insider Trading

Section 5.7		Disclosure or Misuse of Fund Information

Section 5.9		Prior Knowledge

Section 5.11		Excessive Trading and Market Timing

Section 5.13		Restrictions on Investment Clubs

Section 5.14		Disclosure of Personal Interests


Section 6		Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions

Section 7		Review, Reporting, Education and Sanctions

Section 8		Definitions

(c)

Each specially designated Access Person must notify the Compliance Department of any positions held on the Board of Directors of any publicly held company and any “for-profit” private company. In the event that the Access Person, thereafter, should be advised of an issue relating to any such company, the Access Person must recuse himself or herself from any discussion or consideration of such issues.

(d)

Violations of this Code and/or suspicious trading activity shall be reported by the Compliance Department to the Senior Manager of such Access Person. A report by the employer of the steps taken in response to the issues raised shall be requested by the Compliance Department and reported to Federated management, and, in the case of a personal transaction that conflicts with a mutual fund transaction, the fund’s Audit Committee and, ultimately, the fund’s Board of Directors.

2.6

Access Persons Acknowledgments of Receipt of Code of Ethics and Amendments

(a)

The Compliance Department shall provide each Access Person with a copy of this Code annually. The Compliance Department also shall provide each Access Person with a copy of any amendment to this Code promptly after such amendments are adopted (and, to the extent possible, prior to their effectiveness).

(b)

After receiving the copy of this Code or an amendment to this Code, each Access Person is required to provide the Compliance Department, within the time period prescribed by the Compliance Department, a written or electronic acknowledgment (1) that he or she has received and read this Code or such amendment, and (2) of his or her understanding of and compliance with this Code or such amendment, its requirements and any Associated Procedures.

3	Preclearance Requirements

3.1

Preclearance of Trades

Unless subject to a preclearance exception, all Access Persons must preclear every Purchase or Sale of a Covered Security in which the Access Person or member of his or her household has any investment discretion, influence or control (including, without limitation, transactions in pension or profit-sharing plans, Equity Initial Public Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition), and Private Placements), in accordance with the Associated Procedures governing preclearance.

(a)

All Private Placement securities must be precleared by contacting the Compliance Department;

(b)

All other Covered Securities must be precleared using TradeComply;

(c)

Access Persons without access to Trade Comply must contact the Compliance Department for assistance in preclearing transactions on their behalf.

3.2

Duration and Revocation

Preclearance approval remains in effect until the end of the following business day. Preclearance approval may be revoked at any time upon notification of revocation being provided by the Compliance Department. Any revocation shall not affect any transaction made prior to such revocation notice being delivered during a time when the preclearance approval was effective.

3.3

Preclearance Does Not Protect Wrongdoing

Preclearance approval and the receipt of express prior preclearance approval does not exempt an Access Person from the prohibitions outlined in this Code.

3.4

Exceptions

Preclearance requirements do not apply to:

(a)

Shares of any registered open end investment companies, including, without limitation, Federated funds included under this Code’s definition of “Covered Security” (note that this exception does not apply to ETFs; all ETF transactions must be precleared);

(b)

Involuntary purchases or sales, including mandatory corporate actions (e.g. corporate mergers, exchanges);

(c)

Automatic Investment Plans, including, without limitation, dividend reinvestment plans; or automatic payroll deduction plan purchases that are either (a) made solely with the dividend proceeds, or (b) whereby an employee purchases Securities issued by an employer;

(d)

Exercise of rights to purchase and any sales of such rights issued by an issuer pro rata to all holders of a class of its Covered Securities, to the extent such rights were acquired from such issuer;

(e)

Exercise of rights to tender Securities when an offer is made on a pro rata basis to all holders of a class of Covered Securities;

(f)

Gifts or charitable donations of a Covered Security;

(g)

Purchases or sales in discretionary accounts (as outlined in Section 4.2) and/or purchases or sales in other accounts over which the Access Person or household member had or has no investment discretion, influence or control.

(h)

Purchases and sales of Covered Securities executed by an Independent Director.

NOTE : Notwithstanding anything in this Section to the contrary, Equity Initial Public Offerings (IPOs) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) and Private Placements shall in no event be exempt from the preclearance requirements.

3.5

Exception for Employee Stock Options of a Previous Employer

Subject to the conditions indicated, an Access Person or Investment Person may exercise employee stock options for Securities of a previous employer, as follows:

(a)

Access Persons and Investment Persons who are not also Portfolio Managers, Traders or Research Analysts may exercise employee stock options for Securities of a previous employer for cash or in a cashless exercise and hold the stock thereafter without preclearance or restriction that would otherwise be imposed by concurrent fund transactions, but must report the Securities when exercised.

(b)

Investment Persons who are Portfolio Managers, Traders or Research Analysts may exercise such an employee stock option for cash or in a cashless exercise and hold the stock thereafter, without restriction that would otherwise be imposed by concurrent fund transactions after requesting and receiving in writing a determination by the Compliance Department that no material conflict of interest exists.

(c)

A cashless exercise of employee stock options of a previous employer may occur without regard to the 60-day rule.

(d)

All such exception provisions for the exercise of employee stock options shall be conditioned on:

(i)

Access Persons and Investment Personnel who are not Portfolio Managers, Traders or Research Analysts must notify the Compliance Department of the exercise of any employee stock options within five business days.

(ii)

Investment Personnel who are Portfolio Managers, Traders or Research Analysts must request a determination in writing by the Compliance Department that no apparent material conflict of interest exists prior to the exercise of any employee stock options and may not proceed with the exercise until such determination is received.

(iii)

Approval of any such exercise shall be conditioned on full disclosure to the Compliance Department of all communications concerning that Security within Federated by the Access Person or Investment Person during the seven days prior to the exercise of an employee stock option.

(iv)

Any apparent conflict of interest that is identified by the Compliance Department, before or after an exercise of employer stock options shall be reported to the President of the Advisory Companies and the Chief Executive Officer of Federated Investors, Inc., and investigated further for determination as to whether a violation has occurred.

3.6

Federated Stock and Options Trading

(a)

All Federated employees are prohibited from trading Federated stock during announced blackout periods.

(b)

All Federated employees are prohibited from short selling Federated stock.

(c)

All Federated employees are further prohibited from options trading on Federated stock or purchasing Federated stock on margin without Compliance Committee approval.

Note : Employees should refer to the Federated Policy on Trading and Confidentiality for additional details.

3.7

Special Rules for Equity Transactions Based on Market Capitalization

(a)

To insure proper compliance with the Code and limit unintended preclearance mistakes, the Chief Compliance Officer, in conjunction with the President of the Advisory Companies may require individuals or select groups of Portfolio Managers, Analysts and Traders to manually preclear all trades in Equity Securities and further require that transactions in equity securities of issuers having a market capitalization of less than $500 Million be submitted for preclearance and the written approval of the CIO – Equities and the Chief Compliance Officer;

(b)

All significant micro cap holdings of Access Persons (defined as any equity securities having a market capitalization below the Small Cap breakpoint or minimum as measured and published from time to time by Morningstar Direct) will be monitored and compared to Fund holdings for any appearance of conflicts of interest. The Compliance Department will review this information with the CIO – Global Equity to identify any holdings that might require special preclearance and may impose a blackout or holding period of up to 90 days from the date of the last Fund trade in such security. These additional requirements will be communicated to and discussed with each affected Access Person as they are identified.

4	Exempt Transactions

4.1

Exempt Securities

Unless otherwise specified within this Code, purchases or sales of the following Securities are not subject to the Preclearance (Section 3) or Prohibitions and Restrictions (Section 5) sections of this Code:

(a)

Direct obligations of the Government of the United States and U. S. Government Agencies;

(b)

Bankers’ acceptances;

(c)

Bank certificates of deposit;

(d)

Commercial paper;

(e)

High quality short-term debt instruments ¹ , including, without limitation, repurchase agreements; and

(f)

Shares of those registered open-end investment companies that are not included under this Code’s definition of “Covered Security”.

NOTE : Specified provisions of this Code are applicable to investment in Federated funds included under this Code’s definition of “Covered Security”.

4.2

Discretionary Accounts

Discretionary accounts over which the Access Person (or household member) has no investment discretion, but over which the Access Person retains control to designate an investment manager, are not subject to preclearance requirements (Section 3), prohibition of short-term profits (Section 5.4) or blackout periods caused by fund transactions (Section 5.8), but retain the prohibition on trading Federated stock (Section 3.6), Equity Initial Public Offerings (IPOs) (Section 5.2), the limitations of Private Placements (Section 5.3), and the minimum holding period for designated Federated Funds (Section 5.5) specified in this Code and are subject to all reporting requirements (Section 2).

It is the Access Person’s responsibility to notify his or her broker or manager of these restrictions and limitations.

Access Persons establishing discretionary accounts and the individuals accepting discretionary authority over such accounts are required to acknowledge, in writing, their understanding and acceptance of the restrictions applicable to such accounts. Access Persons must provide information relating to the investment objective and any restrictions placed on his or her (or household member’s) discretionary account(s) and any changes made to those objectives or restrictions to the Compliance Department.

5	Prohibitions and Restrictions

5.1

General Prohibitions

Every Access Person is prohibited from:

(a)

Employing any device, scheme or artifice to defraud the Fund;

(b)

Making any untrue statement of a material fact to the Fund or omitting to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

The SEC has interpreted “high quality short-term debt instruments” to mean any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. Personal Investment Activities of Investment Company Personnel and Codes of Ethics of Investment Companies and Their Investment Advisers and Principal Underwriters, Investment Company Act Release No. 21341 (Sept. 8, 1995) [60 FR 47844 (Sept. 14, 1995)] (proposing amendments to rule 17j-1) at note 66. This definition is repeated in the footnotes to the adopting and proposing releases for the Adviser’s Code of Ethics requirement under Rule 204A-1.

(c)

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(d)

Engaging in any manipulative practice with respect to the Fund.

Examples : Causing the Fund to purchase a Covered Security owned by the Access Person for the purpose of supporting or driving up the price of the Covered Security, and causing the Fund to refrain from selling a Covered Security in an attempt to protect the value of the Access Person’s investment, such as an outstanding option.

Without limiting the foregoing:

(i)

Each Access Person is prohibited from usurping investment or other business opportunities of a Fund for personal benefit (or for the inappropriate benefit of Federated). Each Access Person owes a duty to the Funds to advance the Funds’ legitimate interests when the opportunity to do so arises. This duty of loyalty is violated if an Access Person personally profits (or allows Federated to inappropriately profit) from an investment or other business opportunity that rightfully belongs to a Fund. This problem could arise, for example, if an Access Person becomes aware through the use of Federated or Fund property, information or relationships of an investment opportunity (either a loan or equity transaction) in which the Fund is or may be interested, and then participates in the transaction personally or informs others of the opportunity before offering it to the Fund. An Access Person is prohibited from using Federated or Fund property, information or relationships for personal gain (or for the inappropriate gain of Federated);

(ii)

Each Access Person is prohibited from taking inappropriate or unfair advantage of his or her relationship with a Fund or a Vendor. Under this duty of fair dealing, no Access Person should take advantage of a Fund or a Vendor, or another person or entity, through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. All business conducted on behalf of Federated is to be done with integrity and high fiduciary, legal and ethical business standards;

(iii)

Each Access Person is prohibited from misappropriating Federated or Fund assets; and

(iv)

Each Access Person is prohibited from taking any action to fraudulently influence, control, coerce, manipulate or mislead any independent accountants engaged in the performance of an audit of Federated’s or a Fund’s financial statements for the purpose of rendering such financial statements materially misleading.

(Any Access Person who is a director, officer or employee of Federated should also refer to the “Corporate Opportunities,” “Fair Dealing,” “Protection and Proper Use of Company Assets” and “Improper Influence on the Conduct of Audits” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning the duty of loyalty, the duty of fair dealing, use of assets or conduct of audits, contact the Compliance Department or Federated’s General Counsel.)

5.2

Equity Initial Public Offerings (IPOs) are Prohibited

Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any equity Security in an Initial Public Offering (IPO) without prior approval. Exceptions may be approved in the following instances:

(a)

Initial Public Offerings (IPOs) relating to Securities of the employer of a spouse, when offered to all employees at the spouse’s level, or the demutualization of insurance companies, banks or savings and loans, if the Access Person owned a policy or held such a prior interest or relationship in or with the issuer, are allowed, and

(b)

Initial offering of diversified investment funds, including, without limitation, closed-end funds and unit investment trusts (or “UITs”) are allowed.

All such exceptions require reporting and preclearance approval in accordance with the provisions of Sections 2 and 3 above.

Initial public offerings in fixed income securities are permitted, however no Access Person will be allowed to invest in a fixed income Security during a blackout period caused by a Fund trade.

5.3

Private Placements Require Prior Compliance Approval

Access Persons may not directly or indirectly acquire Beneficial Ownership or exercise investment discretion, influence or control in any Private Placement Security without prior approval. Any such transaction requires reporting and preclearance approval directly from the Compliance Department. No Access Person will be allowed to invest in a Private Placement Security in which a Fund has an investment or contemplates participation.

If an Investment Person receives prior approval and acquires a Private Placement Security, the Investment Person must disclose this investment to the Chief Investment Officer (or the Chief Investment Officer’s designee) before the Investment Person may participate in any subsequent consideration of any potential investment by a Fund in the issuer of that Security.

Following a purchase by an Investment Person in an approved personal transaction, any purchase by a Fund of Securities issued by the same company (other than secondary market purchases of publicly traded Securities) will be subject to an independent review by the Compliance Department.

5.4

Prohibition of Short-Term Profits – 60 Day Rule – Individual Securities

As a general rule, personal Securities transactions of Access Persons should be for long-term investment purposes and should not be initiated for short-term profits. Profits realized on the sale of an individual Security held less than 60 days must be disgorged.

(a)

When a new purchase results in multiple lots of a Security held in personal portfolios, no lot of the same Security may be sold within 60 days if sale of any lot of the Security would result in a gain.

(b)

Similarly, no Security may be purchased within 60 days of the sale of the same Security, unless the Security is purchased at a price greater than the price of any sale of the Security within the prior 60 days.

5.5

Minimum Holding Period – Designated Federated Funds

Any holding of a Federated fund which, according to its prospectus has adopted Frequent Trading Policies and is subject to monitoring for Frequent Trading will be subject to the following conditions:

(a)

The minimum required holding period for shares of Federated funds subject to monitoring for Frequent Trading is 60 days, unless the particular fund has a redemption fee provision lasting for a longer period, in which case the minimum holding period will be the same as the redemption fee period. Holding periods will be measured for fund transactions for this condition on a “first in, first out” (FIFO) accounting basis.

(b)

In addition to the holding period specified above, shares of Federated funds that are subject to monitoring for Frequent Trading are further subject to the limitations expressed within the prospectus regarding frequency of trading that may be deemed excessive or disruptive, including but not limited to purchases and sales within 30 days or trading that is deemed disruptive over periods longer than 30 days. Such frequent or disruptive trading may occur in the same account or more than one account; that is to say that a purchase may be made in one account and a sale in another account and still be subject to these provisions. Access persons making asset allocation adjustments (transfers between or re-balancing) to investments in Federated funds that are subject to monitoring for Frequent Trading must observe these limitations and restrictions. A violation of the Frequent Trading Policies of any Federated Fund will be treated as a violation of the Code and will be subject to sanctions imposed by the Chief Compliance Officer.

(c)

Systematic purchases (periodic contributions or 401k deferrals) or systematic or periodic withdrawals, that are part of a regular pattern, as determined by the Compliance Department, will generally not trigger a holding period violation. Similarly, required income distributions by a trust, minimum required individual retirement account (IRA) distributions and 529 Plan distributions for education expenses will not generally trigger a holding period violation.

(d)

The Compliance Department shall be authorized to grant further exception from the required holding period in cases of exceptional hardship that could not be reasonably foreseen by an Access Person.

5.6

Prohibition on Insider Trading

Use of material, non-public information about any issuer of Securities by an Access Person is prohibited, regardless of whether such Securities are held by or have been recommended for any Fund. “Material non-public information” relates not only to issuers, but also includes, without limitation, an Adviser’s Securities recommendations and Fund Securities holdings and transactions. In limited instances, awareness of material, non-public information relating to a specific Federated Fund, could subject certain Access Persons, as identified by the Compliance Department, to a blackout period during which those specified Access Person would be prohibited from buying or selling shares of the Fund.

(See the Federated “Policy on Trading and Confidentiality” for more information. Also, any Access Person who is a director, officer or employee of Federated should also refer to the “Insider Trading” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning insider trading issues, contact the Compliance Department or Federated’s General Counsel.)

5.7

Disclosure or Misuse of Fund Information

Selective disclosure to third parties or misuse of any material, nonpublic Fund-related information by an access person is prohibited. No portfolio holdings or any other material, nonpublic information regarding a Fund may be disclosed, unless the same data is posted on the public website for other investors or is otherwise publicly available on a simultaneous basis. “Material” information is defined as any Fund-related information that might be expected to impact an investor’s decision to buy, sell or hold a Fund or Security, and may include, without limitation, holdings, trading strategies, pending transactions, performance or performance attribution, duration, yields or other key statistics. Requests for public disclosure of previously undisclosed information or to release information on a more frequent schedule must be approved by the President of the Advisory Companies and the Chief Compliance Officer.

The Purchase or Sale of Federated fund shares based on material, nonpublic information about the fund’s portfolio is similarly prohibited.

(See the Federated “Fund Information Disclosure Policy” for more information. Also, any Access Person who is a director, officer or employee of Federated should also refer to the “Confidentiality” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning disclosure or misuse of Fund information, contact the Compliance Department or Federated’s General Counsel.

5.8

Blackout Periods – Fund Trades

Portfolio Managers and Research Analysts identified as serving a Fund or group of Fund(s) are prohibited from purchasing or selling any Covered Security for which there is an open “buy” or “sell” order or any Covered Security that has been purchased or sold by those Fund(s) in any amount within fifteen (15) calendar days before or after the Fund purchases or sells that Security. All such transactions will trigger a blackout period. This provision supersedes any prior preclearance.

Investment Personnel who are not among the Portfolio Managers and Research Analysts identified as serving the Fund(s), as provided above, may not purchase or sell a Covered Security within seven (7) calendar days after one or more Funds have open “buy” or “sell” orders and/or purchases or sells in the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.

All other Access Persons may not purchase or sell a Covered Security on any day during which one or more Funds have open “buy” or “sell” orders and/or purchases or sells the same Covered Security in an amount sufficient to trigger a blackout period, subject to any prior preclearance.

NOTE : For purposes of administering this Section, all MDT employees shall be considered Investment Personnel, but generally no MDT employees shall be considered portfolio managers, traders or research analysts.

The Compliance Department shall have discretion in determining the methodology by which blackout periods are calculated.

5.9

Prior Knowledge

No Access Person may execute a personal transaction, directly or indirectly, in any Covered Security and no prior preclearance will apply, when he or she knows, or should have known, that the Covered Security is being:

(a)

Considered for Purchase or Sale by the Fund; or

(b)

Purchased or sold by the Fund.

5.10

Serving as a Director or Officer of Outside Organizations

This Section applies to Access Persons, but not any household members of such Access Persons.

While serving the community is a worthy objective, a director or officer of any organization has access to sensitive information and charts the course of that entity. Federated must take safeguards to shield Federated and Access Persons (including, without limitation, Investment Personnel) from even the appearance of impropriety. To that end:

(a)

All Access Persons are prohibited from serving as an officer or director of any other organization unless written approval is first granted by the Compliance Committee. Approval of the Committee is not required in those situations where the organization is not-for-profit and does not issue securities.

(b)

All Access Persons must notify the Chief Compliance Officer in writing (by completing the Non-Federated Business or Board Activity request form) of any organization for which such Access Person serves in compliance with this Section: (1) initially upon becoming an Access Person or, (2) before they accept and begin to serve as an officer or director, and/or (3) upon resigning from any such position.

(c)

If approval to serve as an officer or director of an organization is granted, an Access Person has an affirmative duty to (1) recuse himself or herself from participating in any deliberations inside Federated regarding such organization, and (2) not share non-public information of such organization with any Federated personnel (including, without limitation, any Investment Personnel).

(d)

The President of the Advisory Companies and all Investment Personnel reporting directly or indirectly to him are further prohibited from serving as an officer or director of any publicly issued or privately held issuer of a Security (whether “for profit,” “not for profit,” “charitable” or otherwise) that is or may become an eligible investment for a Fund unless an exception is granted by the Compliance Committee pursuant to the following provisions:

(i)

In the case of charitable, eleemosynary, municipal or educational organizations only, if the organization has no securities outstanding or if all Chief Investment Officers confirm in writing that the securities of the issuer either are not qualified for investment by the funds or that adequate alternative investments are available, and the President of the Advisory Companies approves, then the Compliance Committee may approve service as an officer or director by an Investment Person, subject to semi-annual confirmation by the Chief Investment Officers and approval by the President of the Advisory Companies that these conditions have not changed.

(ii)

In the instances specified in Paragraph d. (i) of this Section, above, the Compliance Department shall maintain the organization on the Funds Restricted List. Inclusion on the Restricted List shall make any security of the issuer an ineligible investment for the funds. The Compliance Department shall communicate the Restricted List to all Chief Investment Officers and the President of the Advisory Companies quarterly.

(iii)

If an Investment Person, at the time of adoption of this amended provision of the Code or, in the case of a new hire, at the time of his or her employment, is serving as an officer or of a charitable or eleemosynary organization that has issued securities eligible for or owned by the funds, then the Investment Person shall recuse himself or herself from all discussions concerning possible investment by the funds in such security and may request that his or her current term in such role may be completed. The Compliance Committee may approve completion of terms under such circumstances if it deems the remaining term reasonable. Approval to continue a current term will not permit the Investment Person to begin another term on the board.

(iv)

If a Security issued by a charitable or eleemosynary organization becomes an eligible investment for a Fund while an Investment Person is serving as an officer or director, the Investment Person shall be subject to the same terms as are provided in Paragraph (d)(iii) of this Section, above.

(v)

If a Security issued by any organization that is not a charitable or eleemosynary organization becomes an eligible investment for a Fund after an Investment Person has begun serving as an officer or director, the Investment Person must immediately resign from such role and recuse himself or herself from all matters relating to the organization.

(e)

If an Access Person serves as an officer or director of a non-public organization, and the organization seeks to issue securities, such Access Person must, promptly after the company’s intention to issue securities becomes public, take steps to notify the Chief Compliance Officer in writing. If an exception has not been reconfirmed under this Section or if continued service would be prohibited under this Section, as of the time when the organization’s securities are first offered to the public, then the Access Person must immediately resign from such board and recuse himself or herself from all board matters.

(f)

Nothing in this Section limits or restricts service on the Board of Federated, its subsidiaries, Federated Funds, Proprietary Funds, or other funds administered by subsidiaries of Federated.

NOTE : Any Access Person who is a director, officer or employee of Federated should also refer to the “Corporate Boards” requirements in Federated’s Code of Business Conduct and Ethics.

5.11

Excessive Trading and Market Timing

(a)

Access Persons are strongly discouraged from trading excessively. This applies to both individual Securities and registered investment company Securities included under this Code’s definition of “Covered Security.” The Chief Investment Officers, the President of the Advisory Companies and the Head of Trading will review the transaction volume of Investment Personnel on a monthly basis. The transaction volume of other Access Persons may be reviewed with other managers periodically.

(b)

Access Persons are prohibited from market timing. This includes, without limitation, entering into any agreement or arrangement to permit market timing by any fund, shareholder or accountholder or in any fund, or by any broker, dealer, bank or other financial institution, person or entity. Frequent or short-term trading into and out of funds can have adverse consequences for the funds, shareholders and accountholders who use the funds as long-term investment vehicles. Such trading in significant amounts can disrupt the funds’ investment strategies (e.g., by requiring the funds to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions or cash flow needs), increase brokerage and administrative costs and affect the timing and amount of taxable gains distributed by or in respect of the funds. Such trading may also seek to profit by estimating changes in a fund’s net asset value in advance of the time as of which net asset value is calculated.

5.12

Independent Directors

Notwithstanding the other restrictions or exemptions provided under this Code, Independent Directors (other than Independent Directors identified by the Compliance Department as being Access Persons subject to additional provisions of this Code) and their household members are subject only to the following Code restrictions:


Section 5.1		General Prohibitions

Section 5.5		Minimum Holding Period – Designated Federated Funds

Section 5.6		Prohibition on Insider Trading

Section 5.7		Disclosure or Misuse of Fund Information

Section 5.9		Prior Knowledge

Section 5.11		Excessive Trading and Market Timing

In order to monitor compliance with the above referenced Code provisions, Section 2.4 further requires Independent Directors to disclose holdings and transactions in certain Federated funds for themselves and their household members.

5.13

Restrictions on Investment Clubs

Investment Personnel who wish to participate in an investment club must request Chief Investment Officer approval prior to joining in the club activity. Names of other club members must be disclosed. The Chief Investment Officer shall notify the Compliance Department when such approval is granted.

Access Persons will be deemed to have investment discretion, influence or control in any trade by the club. All investment club activity by any Access Person will require preclearance and must be reported by duplicate confirms and statements.

5.14

Disclosure of Personal Interests

All Access Persons (including, without limitation, Investment Personnel) are prohibited from:

(a)

Recommending, implementing or considering any Securities transaction for a Fund, or

(b)

Negotiating any agreement or otherwise arranging for any relationship with any Vendor,

without having disclosed in writing to the Chief Investment Officer (in the case of Investment Personnel) (or another person designated by the Chief Investment Officer) (Chief Investment Officers shall disclose to the President of the Advisory Companies) or the Compliance Department (in the case of all other Access Persons):

(i)

any material Beneficial Ownership, business or personal relationship, or other material interest, that the Access Person has in an issuer or its affiliates, or in a Vendor, or

(ii)

other material conflict of interest that the Access Person has with an issuer or its affiliates or with a Vendor.

If the Chief Investment Officer (or other designated person) or Compliance Department determines that the disclosed interest is a material conflict of interest, then the Access Person may not participate in (a) any decision-making process regarding the Securities of that issuer, or (b) any negotiations or discussions with any Vendor.

In addition to the specific requirements above, each Access Person has the responsibility to use his or her best judgment to assess objectively whether there might be even the appearance of a conflict of interest or acting for reasons of personal gain (or the inappropriate gain of Federated to the detriment of a Fund, an issuer or its affiliates or a Vendor). If you have questions regarding disclosure of personal interests and conflicts of interest, contact the Compliance Department or Federated’s General Counsel).

NOTE : Refer also to the “Conflicts of Interest” and “Personal Financial Interests; Outside Business Interests” requirements in Federated’s Code of Business Conduct and Ethics.

6	Prohibitions on Giving/Receiving Gifts; Political and Charitable Contributions

Access Persons are in a position of trust and must exercise great care to preserve their independence. As a general rule, no Access Person should ever receive, solicit, make or offer an inappropriate payment or anything of value in exchange for a decision involving Federated’s, a Fund’s or a Vendor’s business. Decisions must be made in an unbiased manner. Bribery, kickbacks and other improper payments have no place in Federated’s business.

Without limiting the foregoing general principles:

(a)

Every Access Person is prohibited from giving, either individually or in the aggregate with all other Access Persons, or receiving any gift, favor, preferential treatment, valuable consideration, or other thing of more than a de minimis value in any year to or from any Fund, or other person or entity, from, to or through whom Fund purchases or sells Securities, or an issuer of Securities or its affiliates or a Vendor. For purposes of this Code, “de minimis value” is equal to $100 or less. This prohibition does not apply to:

•

(i) salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Access Person’s employment responsibilities for the Access Person’s employer;

•

(ii) meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions;

•

(iii) advertising or promotional material of nominal value, such as pens, pencils, note pads, key chains, calendars and similar items;

•

(iv) the acceptance of gifts, meals, refreshments, or entertainment of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job or recognized holiday; or

•

(v) the acceptance of awards, from an employer to an employee, for recognition of service and accomplishment.

Note : Access Persons must be aware that in certain instances, gifts and/or various forms of entertainment may be subject to lower limitations or be prohibited entirely to certain individuals, including government officials, and it remains the obligation of the Access Person to verify actual limits or prohibitions with the Compliance Department, (which may further require discussion with the Legal Department) prior to making a gift or engaging in such other activities. Such activities may be limited or prohibited by federal, state, local or foreign laws.

Investment Personnel should also refer to the Investment Management Gift and Entertainment Policy and Procedures.

(b)

Every Access Person is prohibited from (i) making political or charitable contributions solely for the purpose of obtaining or retaining assets from, or advisory contracts or other business relationships with, federal, state, local or foreign governments or governmental agencies, or political subdivisions of any of them, or charitable organizations; and (ii) considering an Adviser’s or Federated’s current or anticipated business relationships as a factor in soliciting political or charitable donations.

NOTE : Any Access Person who is a director, officer or employee of Federated should also refer to the “Payments and Gifts” requirements in Federated’s Code of Business Conduct and Ethics. Any Access Persons who are subject to the Broker-Dealer Written Supervisory Policies and Procedures also should consult those procedures for additional guidance on the receipt of gifts and gratuities. If you have questions regarding the receipt of gifts or political and charitable contributions, contact the Compliance Department or Federated’s General Counsel.

7	Review, Reporting, Education and Sanctions

7.1

Management Review of Investment Personnel’s Trading Activity

The President of the Advisory Companies, the Chief Investment Officers, the Head of Trading and such additional managers as the President of the Advisory Companies may designate will receive monthly reports of investment-related activity by Investment Personnel, such as preclearance requests, executed transactions and any other activity. Personal investment data will be reviewed to determine whether the transactions conflict with any Fund activity and whether the transactions appear appropriate and consistent with the position and responsibility of the Investment Person.

7.2

Compliance Review of Reports and Trading Activity, and this Code of Ethics

Federated’s Compliance Department will review all initial holdings reports, confirmations, quarterly transaction reports, annual holdings reports and other reports and information required to be submitted under this Code to identify improper trading activity or patterns of trading, and to otherwise seek to verify compliance with this Code. Without limiting the foregoing, the Compliance Department will review personal trading activity and trading records to identify possible violations, including:

(a)

Delay in reporting individual investments or investment accounts;

(b)

Failure to report individual investments or investment accounts;

(c)

Filing false or incomplete reports;

(d)

Failure to preclear individual trades;

(e)

Executing trades that violate provisions of this Code; and

(f)

Failure to comply with the receipt of gifts provision.

In addition, the review may also include (as applicable, and in the Compliance Department’s discretion): (i) a comparison of personal trading to applicable restricted lists; (ii) an assessment of whether an Access Person is trading for his or her own account in the same Securities he or she is trading for Funds (and, if so, whether the Funds are receiving terms as favorable as the Access Person takes for himself or herself); (iii) an assessment of Access Person trading patterns for indications of abuse (including, without limitation, “market timing”); (iv) an analysis of any substantial disparities between the quality of performance an Access Person receives for his or her own account and that he or she receives for Funds; and (iv) an analysis of any substantial disparities between the percentage of personal trades that are profitable and the percentage that are profitable when he or she places trades for Funds.

Federated’s Compliance Department also will review this Code, and the implementation, effectiveness and enforcement of this Code, at least once annually or more frequently in response to material changes in legal requirements or business practices, as contemplated by Federated’s written compliance program.

7.3

Self-discovery and Reporting

(a)

Each Access Person is required to report violations or suspected violations by any party of this Code promptly to the Compliance Department. If the person within the Compliance Department that receives the report is not the Chief Compliance Officer, that person must report all violations reported to the Chief Compliance Officer.

(b)

Immediate disclosure by an Access Person to the Compliance Department of a self-discovered violation and correction of that violation (including, without limitation, the immediate disgorging of any gain) will generally be treated as a violation to be recorded, but not as a material violation, if the Access Person has not benefited by the transaction and the Compliance Department determines that the violation was not intentional.

(c)

It is Federated’s policy that retaliation against Access Persons who report actual or suspected violations of this Code is prohibited. Any actual or attempted retaliation will be treated as a separate violation of this Code, which will be subject to sanction in accordance with Section 7.5 below (including, without limitation, termination).

NOTE : Any Access Person who is a director, officer or employee of Federated should also refer to the “Reporting of any Illegal or Unethical Behavior” requirements in Federated’s Code of Business Conduct and Ethics. If you have questions concerning reporting violations, contact the Compliance Department or Federated’s General Counsel.

7.4

Education

From time to time the Compliance Department will schedule training sessions or may otherwise distribute educational materials regarding this Code. Access Persons are required to participate in all training sessions offered. Access Persons will be required to provide a written acknowledgment that the Access Person received, read and understood the Code and its administration.

7.5

Sanctions

Upon determining that a violation of this Code or its Associated Procedures has occurred, the Chief Compliance Officer may take such actions or impose such sanctions, if any, as may be deemed appropriate, including, without limitation:

(a)

Issue a letter of censure;

(b)

Assess a fine, either nominal or substantial;

(c)

Require the unwinding of trades;

(d)

Require the disgorging of profits;

(e)

Disallow discretionary accounts or required preclearance of discretionary account trades;

(f)

Prohibit or place further restrictions on personal trading or other activities;

(g)

Recommend suspension;

(h)

Recommend a reassignment of duties or job functions; or

(i)

Recommend that the employment of the violator be terminated.

7.6

Factors for Consideration

Sanctions listed above may be assessed individually or in combination. Prior violations of the Access Person and the degree of responsibility exercised by the Access Person will be taken into consideration in the assessment of sanctions.

In instances where a member of the Access Person’s household commits the violation, any sanction will be imposed on the Access Person.

If extraordinary or unforeseen circumstances exist, an appeal may be directed to the Compliance Department. Appeals are solely within the discretion of the Chief Compliance Officer. The Chief Compliance Officer shall further have full discretion and authority to make special provision under and/or interpret or apply provisions of this Code.

7.7

Reporting of Violations

(a)

Violations of Investment Personnel and proposed sanctions will be reported to the responsible Chief Investment Officer and/or Manager. Violations of other Access Persons, and proposed sanctions, will be reported to the responsible Senior Manager. All violations and the proposed sanction will be reported to Senior Management and the Board of Directors of the Federated Funds quarterly.

(b)

Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and to the Board of Directors of the Federated Funds, at least annually.

8	Definitions

8.1

1933 Act

The “1933 Act” means the Securities Act of 1933, as amended.

8.2

1934 Act

The “1934 Act” means the Securities Exchange Act of 1934, as amended.

8.3

1940 Act

The “1940 Act” means the Investment Company Act of 1940, as amended.

8.4

Access Person

“Access Person” means any person who participates in or who: (i) in connection with his or her duties, obtains or could obtain any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund or (ii) any person who has access to nonpublic information regarding any Fund’s Purchase or Sale of Securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund.

“Access Person” includes, without limitation, a director, trustee, officer, managing general partner, general partner, or Investment Person of a Fund, of the Underwriter, and of the Adviser and other persons designated by the Compliance Department, any trust over which an Access Person is a trustee with investment discretion, influence or control, (either for the benefit of the Access Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with respect to which the Access Person has investment discretion, influence or control.

Activity (including, without limitation, trading activity) by an Access Person’s household members will generally be attributed to the Access Person. (If emancipated adult children or other independent parties also reside in the household, the Access Person must either declare that the Access Person has no discretion, influence or control over the investment decisions of such other party or the Access Person must report the party as an Access Person.)

8.5

Adviser

“Adviser” means any subsidiary of Federated registered as an investment adviser with the SEC.

8.6

Advisers Act

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

8.7

Associated Procedures

“Associated Procedures” means those procedures and/or statements that have been adopted by the Underwriter, the Adviser, a Fund or the Compliance Department, and which are designed to supplement this Code and its provisions.

8.8

Automatic Investment Plan

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An “Automatic Investment Plan” includes, without limitation, a dividend reimbursement plan.

8.9

Beneficial Ownership

“Beneficial Ownership” will be attributed to an Access Person in all instances where the Access Person directly or indirectly (i) possesses the ability to purchase or sell the Covered Securities (or the ability to direct the disposition of the Covered Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Covered Securities; or (iii) receives any benefits substantially equivalent to those of ownership. It is the intent of Federated that “Beneficial Ownership” be interpreted in the same manner as it would be under 17 C.F.R. § 240.16a-1(a)(2) in determining whether a person has Beneficial Ownership of a Security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

8.10

Board

The “Board” means, with respect to a fund, the board of directors or trustees or any other group serving a similar function that has adopted this Code on behalf of the fund.

8.11

Code

“Code” means this Code of Ethics and any Associated Procedures.

8.12

Compliance Committee

“Compliance Committee” means the committee referenced under the Federated Code of Business Conduct and Ethics, consisting of, among others, the Chief Compliance Officer, the General Counsel, the Chief Audit Executive and the Chief Risk Officer.

8.13

Compliance Department

The “Compliance Department” means the Chief Compliance Officer of Federated and those other individuals designated by him or her as responsible for implementing this Code and the Associated Procedures.

8.14

Control

“Control” has the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

8.15

Covered Security

“Covered Security” means any Security, or interest in a Security held in any form, not expressly excluded by provisions of this Code, including, without limitation: equity and debt Securities; derivative Securities, including, without limitation, options on and warrants to purchase equity or debt Securities; shares of closed-end investment companies; investments in unit investment trusts; and any related instruments and Securities. “Covered Security” also means shares of any Reportable Funds and any 529 Plan or annuity employing such funds, unless specifically excluded in the paragraph below. Also included are futures, swaps and other derivative contracts.

“Covered Security” does not include: (1) direct obligations of the Government of the United States or U. S. Government Agencies (regardless of their maturities); (2) bankers’ acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments, including repurchase agreements; (3) shares of 1940 Act registered investment companies that are designated as money market funds; (4) shares issued by 1940 Act registered open-end investment companies (other than Reportable Funds) in a direct account with a mutual fund, or 529 Plan or annuity offeror when that account may only hold registered open-end investment company Securities; or (5) shares issued by unit investment trusts (or “UITs”) that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

8.16

Federal Securities Laws

“Federal Securities Laws” means (a) the 1933 Act, (b) the 1934 Act, (c) the Sarbanes-Oxley Act of 2002, (d) the 1940 Act, (e) the Advisers Act, (f) Title V of the Gramm-Leach Bliley Act, (g) any rules of the SEC promulgated under any of the statutes identified in (a) through (f) above, (h) the Bank Secrecy Act as it applies to registered mutual funds and investment advisers, and (i) any rules adopted under the Bank Secrecy Act by the SEC or the Department of Treasury.

8.17

Federated

“Federated” means Federated Investors, Inc. and any of its subsidiaries as the context may require.

8.18

Fund

“Fund” means (i) each investment company registered under the 1940 Act (and any series or portfolios of such company) for which an Adviser serves as an investment adviser (as defined in § 2(a)(20) of the 1940 Act or an Underwriter serves as a principal underwriter (as defined in §§ 2(a)(29) and (40) of the 1940 Act) and (ii) any other investment account or portfolio over which an Adviser exercises investment discretion (whether pursuant to a direct advisory agreement, through a managed account or “wrap fee” program, or otherwise), and (iii) any investment adviser, broker, dealer, bank, or other financial institution to which Federated provides non-discretionary investment advisory services.

8.19

Independent Director

“Independent Director” means a member of the Federated Funds’ Board who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

8.20

Influence

Influence means taking an action that is reasonably expected to materially modify the independent investment decision-making of a person who controls or otherwise has investment discretion with respect to an account (whether by imposing a restraint on such decision-making ability or directing a decision).

8.21

Initial Public Offering

“Initial Public Offering” means an offering of Securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

8.22

Investment Person; Investment Personnel

“Investment Person” or “Investment Personnel” means (a) Access Persons with direct responsibility and authority to make investment decisions affecting the Fund (such as portfolio managers and Chief Investment Officers) and individuals who provide information and advice to such portfolio managers (such as Securities analysts); and (b) those who assist in executing investment decisions for the Fund (such as traders) and their related staff members.

“Investment Person” or “Investment Personnel” further means any trust over which an Investment Person is a trustee with investment discretion, influence or control, (either for the benefit of the Investment Person or for any other party), any closely-held entity (such as a partnership, limited liability company or corporation) in which an Investment Person holds a Controlling interest and with respect to which he or she has investment influence or control, and any account (including, without limitation, any retirement, pension, deferred compensation or similar account) with

respect to which the Access Person has investment discretion, influence or control. Investment Person is intended to include and includes persons deemed to be Supervised Persons pursuant to Rule 204A-1 under the Investments Advisers Act of 1940, as further defined hereunder.

Activity (including, without limitation, trading activity) by an Investment Person’s household members will generally be attributed to the Investment Person. (If emancipated adult children or other independent parties also reside in the household, the Investment Person must either declare that the Investment Person has no discretion, influence or control over the investment decisions of such other party or the Investment Person must report the party as an Investment Person.)

8.23

Private Placement

“Private Placement” (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

8.24

Purchase or Sale

“Purchase or Sale” of a Security or Covered Security includes, among other things, the writing of an option, future or other derivative contract to purchase or sell a Security or Covered Security.

8.25

Reportable Fund

“Reportable Fund” means any 1940-Act registered open end investment company for which an Adviser serves as investment adviser as defined in Section 2(a)(2) of the 1940 Act, or any 1940-Act registered investment company whose investment adviser or principal underwriter Controls an Adviser, is Controlled by an Adviser or is under common Control with an Adviser.

8.26

SEC

The “SEC” means the Securities and Exchange Commission of the United States, and any successor thereto.

8.27

Security

“Security” or “Securities” means any security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act.

8.28

Supervised Person

“Supervised Person” means directors, officers and partners of an Adviser (or other persons occupying a similar status or performing similar functions), employees of an Adviser, and any other person who provides advice on behalf of an Adviser and is subject to the Adviser’s supervision and control.

8.29

Underwriter

“Underwriter” means any subsidiary of Federated registered as a broker/dealer with the SEC.

8.30

Vendor

“Vendor” means any borrower, lender, tenant, landlord, supplier, service provider (including, without limitation, a service provider to a mutual fund) or other vendor of Federated (including, without limitation, any Adviser or any other affiliate), any managed account or “wrap fee” program sponsor or turn key platform provider, or any other third party that has or is seeking a relationship with Federated (including, without limitation, any Adviser or other affiliate).

Addendum

ACCESS PERSONS PROCEDURES

1	Preclearance Approval Using TradeComply

(a)

All Access Persons who wish to effect a personal Securities transaction, whether a purchase, sale, or other disposition, must preclear the Covered Security in TradeComply prior to engaging in the transaction. Private Placement securities must be precleared directly through the Compliance Department.

(b)

When trading options, the Access Person must preclear the option and the underlying Security before entering into the option contract.

(c)

Based on established criteria, TradeComply determines whether the contemplated transaction should be permitted. The primary criterion applied is whether the Covered Security is on the Federated Equity Restricted List or Open Order lists, or whether the Covered Security was traded by any of the Federated advised Funds (fund trade information is updated nightly in TradeComply).

(d)

Approval is either granted or denied immediately in TradeComply.

(e)

If approval is denied, the contemplated personal transaction in that Covered Security is prohibited until prior approval is subsequently granted upon request in TradeComply.

(f)

If approval is granted, the Access Person is free to effect the personal transaction in that Covered Security until the end of the next trading day only (subject to revocation as contemplated in Section 3.2 of this Code). In this regard, open orders extending beyond the next trading day (good till cancel) must be resubmitted for approval in TradeComply to comply with this Code.

(g)

All trade requests and their dispositions are maintained in TradeComply and reviewed by the Compliance Department in conjunction with other information provided by Access Persons in accordance with this Code.

(h)

The Compliance Department reviews all potential violations identified by TradeComply after Fund trades and personal trades have been compared and determines the appropriate action to be taken to resolve each identified violation.

2	Federated Funds Compliance Review

Access Persons must provide all relevant information concerning investments in Federated funds held in accounts with financial institutions or intermediaries (banks, broker-dealers, etc.) to the Compliance Department in the same manner and subject to the same timing requirements as individual Securities.

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3	Non-U.S. Based Federated Access Persons

(a)

Access Persons who are not located in the U.S. must request preclearance approval from the Compliance Department via email. Access Persons must provide specific trade details including the issuer name, anticipated date of transaction, full name of Security (i.e., title), description (i.e., type), CUSIP or SEDOL number or exchange ticker symbol, number of shares and principal amount, interest rate and maturity date (if applicable) and the type of transaction (purchase or sale). The Compliance Department requests preclearance for the transaction through TradeComply during normal business hours on the day the request is received. The Compliance Department notifies the Access Person via email of the results of the preclearance request.

If the trade request is approved, the Access Person must execute the trade no later than the close of business on the business day following the date of the request (subject to revocation as contemplated in Section 3.2 of this Code).

4	Non-Federated Access Persons

(a)

Transaction and holdings information of non-Federated officers of Federated and/or proprietary funds shall be reviewed on a quarterly basis to determine whether any patterns of conflict are exhibited with any Funds for which Federated has access to Fund transaction information, and

(b)

Data relating to the trades of all personnel designated as Access Persons of a Fund for which Federated does not have access to Fund transaction information will be submitted to Compliance Department or other appropriate personnel of the Fund’s adviser for review on a quarterly basis.

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COMPLIANCE DEPARTMENT PROCEDURES

1	Preclearance

(a)

Documentation of valid preclearance approval, including a statement that the Access Person was not aware of any consideration of a Security by research analysts or Fund portfolio managers for a recommendation, an actual Fund trade or an anticipated transaction, shall be conclusive for purposes of reviewing a personal transaction, unless additional facts or a preponderance of circumstances suggest otherwise. This conclusive presumption does not apply to research analysts covering or recommending a Covered Security involved in a Fund trade or portfolio managers of a Fund making a trade in that Security.

(b)

Before approving a preclearance request for a Private Placement, submitted by an Access Person, the Compliance Department shall inquire of the appropriate portfolio manager(s) and head trader(s) as to whether an order is pending or expected to be entered for the same Security. In cases where an Investment Person has submitted the request for preclearance, the Compliance Department shall also notify the Chief Investment Officer to whom the Investment Person reports. The Compliance Department will notify the Access Person as to whether or not the investment has been precleared.

2	Initial Reporting Process

(a)

A member of the Compliance Department meets with each new Access Person and reviews this Code, the Insider Trading Policy and the procedures for preclearing personal Securities transactions through TradeComply.

(b)

The Access Person is required to complete the “Certification and Acknowledgment Form” to acknowledge his/her understanding of this Code and return it to the designated Compliance Assistant within ten (10) calendar days.

(c)

In addition, the Access Person is required to complete the “Personal Security Portfolio Forms” which includes information detailed in Section 2.1 of the Code, and:

NOTE : Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.

(d)

Separate forms must be completed for the Access Person and all household members as defined in Section 8.4 of this Code. The signed form(s) must be returned to the Compliance Department within ten (10) calendar days.

(e)

A member of the Compliance Department inputs current portfolio holdings information into TradeComply as “initial” holdings.

(f)

The Compliance Department notifies each broker, dealer, bank or other financial institution that duplicate confirmations and statements for the Access Person and household members, if applicable, must be sent to the Chief Compliance Officer,

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effective immediately. The Compliance Department also will obtain reports on accounts held directly with Federated’s Transfer Agent and 401k Plan Administrator.

3	Quarterly Reporting Process

(a)

On the first business day after each calendar quarter end, the Compliance Assistant sends an e-mail to each Access Person giving step-by-step instructions on how to complete the quarterly reporting requirements using TradeComply.

(b)

By the date specified by the Compliance Department (but no later than thirty (30) calendar days of the quarter end), the Access Person is required to:

(i)

review for accuracy all Covered Security transactions recorded during the previous calendar quarter in all personal and household member accounts;

(ii)

review all open account information, including names of broker-dealers, banks and other financial institutions, addresses and account numbers;

(iii)

notify the Compliance Department of any new accounts established with broker-dealers, banks or other financial institutions during the quarter and the date the account was established;

(iv)

resolve any discrepancies with the Compliance Department;

(v)

record an electronic signature and date on TradeComply.

Information provided by the Access Person must be current as of a date no more than 45 days before the report is submitted. Failure to provide that information within 10 calendar days is deemed a violation of the Code and SEC Rules.

The information required shall include the information detailed in Section 2.2 of the Code.

An Access Person need not submit a quarterly Securities transactions report to the extent that the report would duplicate information contained in broker trade confirmations or account statements delivered to Federated so long as such trade confirmations or account statements are received by the Compliance Department by the date specified by the Compliance Department (but in no later than 25 days after the end of the applicable calendar quarter).

(c)

Chief Compliance Officer Brian P. Bouda reviews potential violations of the Code by any Access Person periodically during the calendar quarter.

(d)

The Compliance Department issues memos to each Access Person involved if any personal transactions executed during the quarter appear to be violations of this Code.

(e)

Based on the facts and the Access Person’s response to the memo, the Chief Compliance Officer may impose or recommend any of the sanctions identified in Section 7 of this Code.

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4	Annual Reporting Process

(a)

At least annually, the Compliance Department requires that each Access Person read this Code and certify and acknowledge his/her understanding of this Code and its requirements.

(b)

In addition to the quarterly reporting requirements, on an annual basis, the Compliance Department requires each Access Person to confirm and certify that the records of all Covered Securities holdings in Trade Comply are complete and accurate.

This re-certification is required to be completed by the date specified by the Compliance Department (but in no event later than thirty (30) calendar days after a request) from the Compliance Department. The Compliance Department monitors compliance with this requirement through the electronic signatures on TradeComply.

5	Reportable Funds Transactions

On a quarterly basis, the Compliance Department will request and review a report of Federated Fund Securities transactions by Access Persons and Investment Personnel from both the Federated Transfer Agent and the 401k Plan Administrator and from other accounts reported by Access Persons and Investment Personnel. After reviewing these transactions, the Compliance Department will discuss any issues identified with the Access Person and management and take appropriate action, as provided by the Code.

6	Blackout Periods – Fund Trades

A transaction in a Covered Security by a Fund shall trigger a blackout period as specified above for Access Persons and Investment Persons, (other than the Portfolio Managers, Traders and Research Analysts serving a Fund in which such purchase or sale occurs), only if the aggregate of open orders and executed purchases and sales in the security within the Federated complex is equal to or exceeds a specified threshold on each trading day. That threshold shall be defined by asset type, as follows:


Covered Security	Threshold equal to or greater than:

Equity		1% of the average daily volume measured over the preceding 20 trading days.

Fixed Income

Investment Grade

Corporate Obligation	$	250,000

State or Foreign Obligation	$	250,000

Municipal Obligation	$	250,000

High Yield

Corporate Obligation	$	100,000

State or Foreign Obligation	$	100,000

Municipal Obligation	$	100,000

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An open order or executed trade in any equity Covered Security for which an average daily volume cannot be determined shall trigger a blackout period. Any trades in any fixed income Covered Security not specified above shall trigger a blackout period.

7	Reporting to the Board of Directors

(a)

Each quarter, the Compliance Department will provide reports of any violations of this Code to Senior Management and the Board of Directors of the Federated Funds. Any patterns or trends noted and any difficulties in administration of this Code shall be reported to Senior Management and, to the Board Directors of the Federated Funds, at least annually.

(b)

The Compliance Department will also report any difficulties in administration of this Code and any trends or patterns of personal Securities trading which are deemed by the Compliance Department to be violations of this Code.

(c)

The Compliance Department provides the Board with the job title of the Access Person; the type of violation; the details of the transaction(s); and the types of sanctions imposed, if any.

(d)

At least annually, the Compliance Department shall certify that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

8	Record Keeping Requirements

The Compliance Department maintains the following books and records in TradeComply for a period equal to (a) no less than six (6) calendar years or (b) any longer period that may be required under applicable law:

(a)

a copy of this Code (current and for the past five years)

(b)

a record of any violation of this Code and any action taken as a result of the violation;

(c)

a record of all written acknowledgments of access persons (current and for the past five years).

(d)

a record of each report made by an Access Person, including initial, quarterly and annual reporting (and including any information on a broker trade confirmation or account statement that was submitted in lieu of such reports);

(e)

a record of all Access Persons (current and for the past five years);

(f)

a record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities by Access Persons in an Initial Public Offering (IPO) (to the extent approved as satisfying the limited exceptions in Sections 5.2(a) or (b) to the general prohibition) or Private Placement;

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(g)

a record of persons responsible for reviewing reports; and

(h)

a copy of any supporting documentation used in making decisions regarding action taken by the Compliance Department with respect to personal Securities trading.

Such records will be kept in such locations, and for such periods, as required under the Advisers Act and the 1940 Act.

B-5

Confidential — Not approved for redistribution

As revised May 13, 2009

RS INVESTMENT MANAGEMENT CO. LLC

(“RSIM”)

RS INVESTMENT TRUST

RS VARIABLE PRODUCTS TRUST

(collectively, “the Trusts”)

CODE OF ETHICS

Including

RSIM POLICY ON PERSONAL TRADING

Things You Need to Know to Use This Code

1. Terms in boldface type have special meanings as used in this Code. To understand this Code, you need to read the definitions of these terms. The definitions are at the end of this Code.

2. To understand what parts of this Code apply to you, you need to know whether you fall into one of these categories:

Access Person

Advisory Person

If you don’t know, ask the Chief Compliance Officer .

This Code has three sections:

Part I — Applies to All Personnel

Part II — Applies to Access Persons

Part III — Definitions

There are also three Reporting Forms that Access Persons have to fill out under this Code. You can get copies of the Reporting Forms from the Chief Compliance Officer or online at https://rsinvestments.ptaconnect.com.

NOTE: If you are an Advisory Person , you are automatically an Access Person too, so you must comply with both the Access Person provisions and the Advisory Person provisions.

3. The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:

•

RSIM expects that waivers will be granted only in rare instances, and

•

Some provisions of this Code that are mandated by SEC rule cannot be waived.

PART I — Applies to All Personnel

General Principles — These Apply to All RSIM Personnel

RSIM is a fiduciary for its investment advisory and sub-advisory clients. Because of this fiduciary relationship, it is generally improper for RSIM or its personnel to:

•

use for their own benefit (or the benefit of anyone other than the client) information about RSIM’s trading or recommendations for client accounts; or

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take advantage of investment opportunities that would otherwise be available for RSIM’s clients.

Also, as a matter of business policy, RSIM wants to avoid even the appearance that RSIM, its personnel, or others receive any improper benefit from information about client trading or accounts, or from our relationships with our clients or with the brokerage community.

RSIM expects all personnel to comply with the spirit of this Code, as well as the specific rules contained in this Code. RSIM and this Code require all employees to comply with all applicable federal securities laws, including the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002, the Bank Secrecy Act and Title V of the Gramm-Leach-Bliley Act and any rules adopted by any government agency under any of those statutes. In addition, all employees must report promptly to the Chief Compliance Officer any violations of this Code of which they become aware.

RSIM treats violations of this Code (including violations of the spirit of this Code) very seriously. If you violate either the letter or the spirit of this Code, RSIM might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, or suspend or terminate your employment.

Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code, even if no clients are harmed by your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer . Don’t just guess at the answer.

This is a combined Code of Ethics for RSIM and the Trusts. Not every violation of this Code will affect, or will relate to investment activity of, the Trusts or every other RSIM client. Certain of the requirements or prohibitions set out below are specified to be “Separately Determined” requirements or prohibitions. A violation of any Separately Determined requirement or prohibition will only be considered to be a violation of the Code of Ethics of the Trusts if and to the extent that the violation in question involved one of the Trusts or their series (“Funds”) or their investment activities. If a requirement or prohibition is not specified to be Separately Determined, any violation of the requirement or prohibition shall be a violation of the Code of Ethics for RSIM and the Trusts.

General Anti-Fraud Prohibition — This Applies to All Personnel, including Trustees of the Trust

The prohibitions of this section are Separately Determined . It is a violation of this Code of Ethics for any officer, director, member, or employee of RSIM or the Trusts, in connection with the purchase or sale, directly or indirectly, by the person of any security:

To employ any device, scheme, or artifice to defraud any Fund or any other client of RSIM;

To make any untrue statement of a material fact to any Fund or any other client of RSIM or omit to state a material fact necessary in order to make the statements made to the Fund or any such client, in light of the circumstances under which they are made, not misleading;

To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on any Fund or other client or RSIM;

To engage in any manipulative practice with respect to any Fund or other client of RSIM;

To engage in any transaction in securities on the basis of material, nonpublic information in violation of applicable law.

Please keep in mind that the prohibitions in this section apply to transactions in shares of the RS Funds.

Gifts to or from Brokers or Clients — This Applies to All RSIM Personnel

No personnel may accept, give or receive on their own behalf or on behalf of RSIM any gift or other accommodations from a vendor, broker, securities salesman, client, or prospective client (a “business contact”) that might create a conflict of interest or an appearance of such a conflict or interfere with the impartial discharge of the recipient’s responsibilities to RSIM or its clients or place the recipient or the Firm in a difficult or embarrassing position or that may be construed as an improper attempt to influence the recipient . This prohibition applies equally to gifts to members of the Family/Household of RSIM personnel.

In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the FINRA from time to time (currently $100), unless there is no conflict of interest, directly or indirectly, with any of the firms clients’ and the gift is approved by the CCO .

These policies are not intended to prohibit normal business entertainment. For more information, please review the firm’s Policy Regarding Gifts or ask the Chief Compliance Officer .

Service on the Board or as an Officer of Another Company — This Applies to All Personnel

To avoid conflicts of interest, inside information, and other compliance and business issues, RSIM prohibits all its employees from serving as officers or members of the board of any other for-profit entity, except with the advance written approval of the CEO of RSIM and of the Chief Compliance Officer . RSIM can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of RSIM. Any transactions for any client account in securities of any company that any employee of RSIM serves as an officer or board member must be pre-approved by the Chief Compliance Officer (the requirement of this sentence being Separately Determined). Also, you must (a) certify on a quarterly basis that neither you nor any member of your Family/Household has such a position with a public company, and (b) inform the Compliance Department immediately if you or any member of your Family/Household assumes such a position.

PART II — Applies to All Access Persons

A. Reporting Requirements — These Apply to All Access Persons (including All Advisory Persons)

NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions, and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your Family/Household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be

managing for you. To be sure you understand what holdings, transactions, and accounts are covered, it is essential that you carefully review the definitions of Covered Security , Family/Household, and Beneficial Ownership in the “Definitions” section at the end of this Code. For your own protection and the protection of RSIM, you should always err on the side of reporting if you have any question as to whether you are required to report.

ALSO: You must file the reports described below, even if you have no holdings, transactions, or accounts to list in the reports.

1. Initial Holdings Reports. No later than 10 days after you become an Access Person , you must file with the Chief Compliance Officer a Holdings Report [See attached] (copies of all reporting forms are available from the Chief Compliance Officer and online at https://rsinvestments.ptaconnect.com).

The report requires you to list all Covered Securities , including shares of mutual funds, in which you (or members of your Family/Household ) have Beneficial Ownership . It also requires you to list all brokers, dealers, and banks where you maintained an account in which any securities (not just Covered Securities ) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person. The report must be current as of a date no more than 45 days prior to the date you became an Access Person.

The report also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person and, if applicable, an Advisory Person under this Code.

2. Quarterly Transaction Reports. No later than 30 days after the end of March, June, September, and December each year, you must file with the Chief Compliance Officer a Quarterly Transactions Report [Attached 17j-1 Form] or complete the online 17j-1 certification at https://rsinvestments.ptaconnect.com.

The Report requires you to list all transactions (other than transactions effected pursuant to an Automatic Investment Plan ) during the most recent calendar quarter in Covered Securities, in which transactions you (or a member of your Family/Household ) had Beneficial Ownership . Please note that transactions in any mutual funds, whether Funds or not, are subject to quarterly reporting. The report also requires you to list all brokers, dealers, and banks where you or a member of your Family/Household established an account in which any securities (not just Covered Securities ) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

Every Quarterly Transactions Report shall contain the following information:

(i)

The date of the transaction, the title, the interest rate and maturity date (if applicable), and the number of shares, and the principal amount of each security involved;

(ii)

The nature of the transaction ( i.e. , purchase, sale, or any other type of acquisition or disposition);

(iii)

The price at which the transaction was effected;

(iv)

The name of the broker, dealer, or bank with or through whom the transaction was effected; and

(v)

The date when you submit the report.

Copies of statements or confirmations containing the information specified above may be submitted in lieu of listing the transactions. Persons submitting statements (or causing statements to be submitted) will be deemed to have satisfied this reporting requirement, and need only sign off quarterly on having complied.

For periods in which no reportable transactions were effected, the Quarterly Transactions Report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.

3. Annual Holdings Reports. By February 14 of each year, you must file with the Chief Compliance Officer an Annual Holdings Report on [Attached Holdings Report], or complete an online report at https://rsinvestments.ptaconnect.com. The report must state the date on which you submit it.

The report requires you to list all Covered Securities , including shares of mutual funds, in which you (or a member of your Family/Household ) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers, and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities ) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

The report also requires you to confirm that you have read and understand this Code and have complied with its requirements, that you understand that it applies to you and members of your Family/Household, and that you understand that you are an Access Person and, if applicable, an Advisory Person under this Code.

Any quarterly or annual report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

4. Personal Accounts; Duplicate Confirmation Statements. All personal brokerage accounts from RSIM personnel and any members of their Family/Household must be maintained at Charles Schwab & Co. or Fidelity Investments. Any exceptions to this policy must be approved by the Compliance Department. If you or any member of your Family/Household has, or intends to open, a securities account with any broker, dealer, or bank, including Charles Schwab & Co. or Fidelity Investments, you or your Family/Household member must (i) notify the Compliance Department and (ii) direct that broker, dealer, or bank to send, directly to the Firm’s Chief Compliance Officer , contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.

5. Exceptions to Reporting Requirements.

(i) An Access Person is not required to file reports under paragraphs A.1, A.2 or A.3 above with respect to accounts over which neither the Access Person nor any member of his or her Family/Household exercises any direct or indirect influence or control.

(ii) An independent Trustee, i.e. , a Trustee of one or both of the Trusts who is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act ) of the Trust(s), is not required to file reports under paragraphs A.1 or A.3 above, and is not required to file any report under paragraph A.2 above with respect to any transaction in a security unless the Trustee knew or, in the ordinary course of fulfilling his official duties as a Trustee of one or both of the Trusts, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee, such security is or was purchased or sold by a Fund or is or was being considered for purchase or sale by a Fund or by its investment adviser.

B. Transaction Restrictions — These Apply to All Access Persons (including All Advisory Persons), Except Members of the Trusts’ Boards Who Are Not Officers or Employees of RSIM

1. Pre-clearance. You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security (other than as excepted below) for any account in which you or a member of your Family/Household has any Beneficial Ownership , unless you obtain, in advance of the transaction, written pre-clearance for that transaction from the Compliance Department.

Once obtained, pre-clearance is valid only for the day on which it is granted. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Covered Security if, to the knowledge of the Chief Compliance Officer , the Firm has a buy or sell order pending for that same security or a closely related security (such as another security of the same issuer, an option relating to that security, or a related convertible or exchangeable security) for any client. Please note that obtaining pre-clearance for a

transaction does not guarantee that the trade will not be later reversed should a subsequent trade in the same security be effected in any client account. An Advisory Person would not normally be expected to request pre-clearance with respect to a transaction that would violate any provision of this Code.

The Chief Compliance Officer has the authority to deny pre-clearance with respect to any transaction in shares of a Fund for any reason. From time to time, the Chief Compliance Officer may determine in his discretion that it is appropriate to place a Fund on a “do not trade” list for a certain period of time. Prior to granting pre-clearance for a transaction in shares of a Fund, a member of the Compliance Department will consult such list and deny pre-clearance if the Fund appears on the list. The Compliance Department will notify the Trustees of the Funds promptly of the addition of any Fund to the list or the deletion of any Fund from the list.

Subsequent review : Even if a transaction in a security has been pre-cleared, the transaction is subject to continuing review even after it has been effected and may later be reversed if, in the absolute discretion of the Chief Compliance Officer and the CEO of RSIM, reversal is appropriate in light of the circumstances existing before, at the time of, or after the time of the transaction.

Special pre-clearance rule for Advisory Persons : Except with respect to trades of Fund shares, each request for pre-clearance by an Advisory Person must: (i) be submitted via e-mail (whenever possible) to the Compliance Department, with a copy to all RSIM portfolio managers; and (ii) include an explanation as to why that transaction is not appropriate for any client account managed or supported by that Advisory Person .

The pre-clearance requirements do not apply to the following categories of transactions:

Transactions in Covered Securities issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof.

Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

Transactions in shares of non-RS mutual funds.

Exchange traded funds over $5 billion in net assets.

Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any direct or indirect influence or control over the account in which the transaction occurred.

Transactions in fixed-income securities issued by any state, its political subdivisions ( e.g. , counties, cities, towns), or their agencies or instrumentalities, the interest from which is exempt from regular federal income tax.

Sales of interests in private investment vehicles.

Purchases of Covered Securities pursuant to an Automatic Investment Plan.

2. Initial Public Offerings and Private Placements. Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in: (a) an initial public offering, under any circumstances; or (b) a private placement ( including a private placement of interests in a hedge fund or other investment limited partnership), except with specific approval from RSIM’s CEO (in addition to normal pre-clearance from the Compliance Department).

3. Short-Term Trading. Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of a Fund within any period of 90 calendar days. If you or any member of your Family/Household purchase and sell, or sell and purchase, any other Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of 60 calendar days, then the Firm will require any profits from the transactions to be donated to a charity designated by the Firm. This also applies to exchange traded funds over $5 billion in net assets within any period of 14 calendar days. For purposes of this restriction, the exercise of an employee stock option by a member of your Family/Household will not be considered a purchase.

4. Trading in Common Holdings. Neither you nor any member of your Family/Household may sell any Covered Security, or a security of the same issuer, that is also held in any client account, except during the last five trading days of March, June, September and December, or with specific approval from RSIM’s CEO (in all cases subject to normal pre-clearance from the Compliance Department). This restriction does not apply to: (i) large-cap stocks, currently defined as those issued by companies whose market capitalization is larger than the median of the Dow Jones Composite Average as of the end of the most recent quarter; (ii) exchange traded funds over $5 billion in net assets; and (iii) securities held only in client accounts whose investment objective is to track the performance of a broad market index.

C. Blackout Periods — Applies to All Access Persons (including All Advisory Persons), Except Members of the Trusts’ Boards Who Are Not Officers or Employees of RSIM

No Access Person (including any member of the Family/Household of such Access Person ) may purchase or sell any Covered Security (other than an exchange traded fund with over $5 billion in net assets) within the seven calendar days immediately before or after a calendar day on which any client account managed by RSIM purchases or sells ( excluding a “program trade” or other automated transaction) that Covered Security (or any closely related security, such as another security of the same issuer, an option, or a related convertible or exchangeable security). If any such transactions occur, RSIM, at the sole discretion of the Chief Compliance Officer and the senior management of RSIM, will generally require any profits from the transactions to be donated to a charity designated by the Firm. Note that the total blackout period is 15 days (the day of the client trade, plus seven days before and seven days after). The prohibitions of this paragraph C are Separately Determined. The Chief Compliance Officer and RSIM’s CEO may suspend the prohibitions of this paragraph with respect to trades of de minimis amounts (relative to the size of client positions and trades in the relevant security) effected during the last five trading days of March, June, September and December.

NOTE: It sometimes happens that an Advisory Person who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines — within the seven calendar days after the day he or she (or a member of his or her Family/Household ) has purchased or sold for his or her own account a Covered Security that was not, to the Advisory Person ’s knowledge, then under consideration for purchase by any client account — that it would be desirable for client accounts as to which the Advisory Person is responsible for making investment recommendations or decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Advisory Person MUST put the clients’ interests first, and promptly make the investment recommendation or decision in the clients’ interest, rather than delaying the recommendation or decision for clients until after the seventh day following the day of the transaction for the Advisory Person ’s (or Family/Household member’s) own account to avoid conflict with the blackout provisions of this Code. Additionally, such Advisory Person shall submit a written report to the Chief Compliance Officer describing the circumstances of the purchase or sale of the Covered Security for his or her own account, and attesting that at the time of such purchase or sale, the Advisory Person did not have actual knowledge that the Covered Security was being considered for purchase or sale by any client account. RSIM recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears, in the sole discretion of the Chief Compliance Officer and senior management of RSIM, that the Advisory Person acted in good faith and in the best interests of RSIM’s clients.

PART III — Non-Access Directors

In furtherance of the principle that Non-Access Directors are not Access Persons :

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Non-Access Directors generally should not make any inquiries of any RSIM personnel regarding nonpublic information regarding the purchase or sale of securities for, any recommendations to, or portfolio holdings of any client of RSIM;

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RSIM personnel generally should refrain from discussing with any Non-Access Director nonpublic information regarding the purchase or sale of securities for, any recommendations to, or portfolio holdings of any client of RSIM; and

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the Chief Compliance Officer shall be responsible for informing RSIM personnel of (i) their duties under this Part III of the Code of Ethics and (ii) the identity of those directors of RSIM whom the Chief Compliance Officer has determined to be Non-Access Directors .

In addition, in order to ensure that each Non-Access Director remains properly designated as such,

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the Chief Compliance Officer shall review the status of each Non-Access Director periodically, but at least annually, make any necessary changes to the prior determinations, after consultation with the CEO and RSIM’s general counsel, and report the names of any additional Non-Access Directors to RSIM personnel as soon as possible thereafter; and

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each Non-Access Director shall be responsible for promptly informing the Chief Compliance Officer of any changes in his responsibilities as a director of RSIM, involvement with RSIM, and/or access to nonpublic information regarding a purchase, sale, recommendation or holding of a security by or for a RSIM client account.

RSIM anticipates that there may be rare instances in which (1) RSIM determines that it is necessary to discuss with the Board of RSIM certain nonpublic information regarding a purchase, sale, recommendation or holding of a security by or for a RSIM client account or (2) a Non-Access Director accidentally comes into possession of nonpublic information regarding a purchase, sale, recommendation or holding of a security by or for a RSIM client account (e.g., a RSIM officer or employee inadvertently discloses nonpublic information to a Non-Access Director in discussions with the Board or the particular Non-Access Director ).

The following procedures have been established for safeguarding client interests in such situations:

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In any instance described above in clause (1) where RSIM determines that it is necessary to discuss with the Board certain nonpublic information regarding a purchase, sale, recommendation or holding by or for a RSIM client account, the Board (except any Non-Access Director ) shall determine whether or not it is in the best interests of RSIM and its clients to exclude such Non-Access Directors from the discussions and any decision-making related to such nonpublic information.

In the event that the Board determines that is in the best interests of RSIM and its clients to include the Non-Access Directors in the related discussions and decision-making, the Board shall promptly inform the Chief Compliance Officer of this decision and the Non-Access Directors shall be prohibited from purchasing or selling, on behalf of themselves or others, any security of any issuer about which nonpublic information regarding the purchase, sale, recommendation or holding of a security of such issuer by or for a RSIM client account was discussed with the Board for a period of 90 days following the receipt of such information by the Non-Access Directors .

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In any instance in which a Non-Access Director accidentally comes into possession of nonpublic information regarding a purchase, sale, recommendation or holding of a security of an issuer by or for a RSIM client account as described in clause (2) above, the Non-Access Director shall promptly notify the Chief Compliance Officer of his receipt of such nonpublic information, and shall be prohibited from purchasing or selling, on behalf of himself or others, any security of such issuer for a period of 90 days following the receipt of such information.

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If a Non-Access Director is uncertain as to whether the information he received regarding a purchase, sale, recommendation or holding of a security of an issuer by or for a RSIM client account is nonpublic, the Non-Access Director should promptly report the information to the Chief Compliance Officer and refrain from purchasing or selling the securities on behalf of himself or others until the Chief Compliance Officer has stated his determination as to the information.

Each Non-Access Director shall be required to provide a certification in the form of Appendix A to this Code to RSIM within 10 calendar days after the end of each calendar quarter. In the event a Non-Access Director does not or cannot make the certifications described above for a calendar quarter within 10 calendar days after the end of such quarter, the Chief Compliance Officer shall evaluate and determine, after consultation with the CEO and RSIM’s general counsel, whether such Non-Access Director should continue to be designated as a Non-Access Director under the Code.

RSIM shall document any determination that a director of RSIM shall be designated, or continue to be designated, as a Non-Access Director and any determination that a current Non-Access Director should lose his or her designation as such, and shall maintain and preserve these documents for a period of not less than six years from the end of the fiscal year in which the determination was made, the first two years in an easily accessible place.

RSIM shall maintain each quarterly certification provided by a Non-Access Director in the same manner it maintains the quarterly transaction reports of its Access Persons required by the Code.

PART IV — Definitions

These terms have special meanings in this Code of Ethics:

1940 Act

Access Person

Advisory Person

Beneficial Ownership

Chief Compliance Officer

Covered Security

Family/Household

The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as “beneficial ownership”) are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, “beneficial ownership” has a different meaning in this Code of Ethics than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer. Don’t just guess at the answer.

1940 Act means the Investment Company Act of 1940, as amended.

Access Person means: (A) any officer, director, trustee, member or partner of RSIM or the Trusts; or (B) any employee of RSIM or the Trusts who, in connection with his or her regular functions or duties, makes, participates in, influences, or obtains information regarding, the purchase or sale of any securities (even if they are not Covered Securities ) for any client account, or any recommendations with respect to such purchases or sales; or (C) any natural person who directly or indirectly has a 25% or greater interest in RSIM or any Fund and obtains information concerning recommendations made to any client of RSIM regarding the purchase or sale of any securities (whether or not they are Covered Securities ).

Note: The presumption that a director of RSIM is an Access Person may be rebutted for any director who is not an officer or employee of RSIM, upon a finding by the Chief Compliance Officer, after consultation with the CEO and RSIM’s general counsel, that he meets all of the following conditions:

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He, in connection with his regular functions or duties, does not recommend, participate in, or obtain nonpublic information regarding, the purchase or sale of Covered Securities by RSIM’s clients; and

•

He does not have access to nonpublic information regarding any client’s purchase, sale, or holdings of Covered Securities.

•

He is not involved in making securities recommendations to RSIM’s clients, and does not have access to such recommendations that are nonpublic.

Upon a finding by the Chief Compliance Officer that a director of RSIM satisfies the foregoing conditions, such director will be designated a “Non-Access Director” and will be subject to the provisions of Part III above.

Advisory Person means any Access Person who, in connection with his or her regular functions or duties, makes, participates in or influences (A) the purchase or sale of any securities (even if they are not Covered Securities ) for any client account or (B) any recommendations with respect to such purchases or sales. RSIM’s CEO is also an Advisory Person . A person who is an Access Person solely by virtue of the fact that that person obtains information regarding the purchase or sale of any securities or any recommendation with respect to such purchases or sales, but does not make, participate in, or influence such purchases, sales, or recommendations is not an Advisory Person.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of RSIM), even if you don’t share in the profits.

Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts.

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account).

Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company, or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person’s Beneficial Ownership . This is because, unless the account is a “blind trust” or similar arrangement, the owner of the account can still communicate with the manager about the account and potentially influence the manager’s investment decisions.)

Securities in a person’s individual retirement account.

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.

Securities owned by a trust of which the person is either a trustee or a beneficiary .

Securities owned by a corporation, partnership, or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Chief Compliance Officer means John J. Sanders, Jr., his successor, or another person designated to perform the functions of the Chief Compliance Officer. You can reach the Chief Compliance Officer by calling 415-591-2768. For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by Forrest Hendrickson or another person designated to perform that function.

Three alternate Compliance Officers have been designated for RSIM and the Trusts: (1) Forrest Hendrickson, (2) Marianne Clark and (3) Mai Nguyen.

The Chief Compliance Officer will create a list of all Access Persons and update the list with reasonable frequency. The Chief Compliance Officer will circulate a copy of

this Code and any amendments hereto to each Access Person , together with an acknowledgement of receipt, which shall be signed and returned to the Chief Compliance Officer by each Access Person promptly after he or she becomes an Access Person and at least once a year thereafter.

Covered Security means anything that is considered a “security” under the 1940 Act , except :

Direct obligations of the U.S. Government.

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

Money market mutual funds (other than RS money market mutual funds).

This is a very broad definition of security. In addition to including shares in any Fund and any other mutual fund, it also includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities,” such as:

shares of investment companies, including mutual funds (other than money market mutual funds)

options on securities, on indexes and on currencies

exchange traded funds, SPDR’s and QQQQ’s

investments in all kinds of limited partnerships

investments in foreign unit trusts and foreign mutual funds

investments in private investment funds, hedge funds and investment clubs

If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Chief Compliance Officer .

Members of your Family/Household include:

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

Your children, if they (A) are under the age of 18 or (B) live in the same household as you or (C) receive any support from you.

Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Comment — There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership . First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person’s support. Second, members of your household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

RS INVESTMENT MANAGEMENT CO. LLC

RS INVESTMENT TRUST

RS VARIABLE PRODUCTS TRUST

Holdings Report


		For the Year/Period Ended:
				(month/day/year)

Check here if this is an Initial Holdings Report ¨

To the Compliance Officer:

As of the calendar year/period referred to above, I have a direct or indirect beneficial ownership interest in the securities listed below which are required to be reported pursuant to the RSIM Code of Ethics. The name of any broker, dealer or bank with whom I maintain an account in which my securities are held for my direct or indirect benefit are as follows (institution and account number(s)):


Broker	Account #	Security Name (symbol or CUSIP #) & Type	# of Shares	Principal Amount


Print Name:						Date:

Signature:

Please sign and date the attached form.

Detach and return to RSIM Compliance.

I certify that:

I have reviewed the Code of Ethics (Code) and I agree to and understand its terms and requirements.

During my association with the company: I have complied with the Code; and I will comply with the Code, as amended, in the future.

If I become aware of any violation or possible violation of the Code I will report it to the Chief Compliance Officer.

I understand that any violation of the Code may be grounds for disciplinary action or possible termination of my employment.

I understand that any violation may be a breach of federal and/or state securities laws.

I fully understand and hereby subscribe to this Code of Ethics.



		Name


		Signature


		Date

RS Investments

17j-1 Form

Report of All Securities Transactions For the Calendar Quarter Ended:

To the Chief Compliance Officer:

During the quarter referred to above, the following transactions were effected in securities of which I, or any member of my Family/Household, had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics adopted by the Firm.

Date of Transaction

Security
Name

Security
Symbol

Nature of
Transaction
(Purchase,
Sale, Other)

No. of
Shares

Share
Price

Dollar
Amount of
Transaction

Broker/Dealer or Bank,
including Account
Number

Note :

Include the interest rate and maturity date for transactions in corporate and municipal debt securities. Do not report transactions in U. S. Government securities, bankers’ acceptances, bank certificates of deposit and commercial paper.

This report (i) excludes transactions not required (by the Code of Ethics) to be reported, and (ii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Except as noted on the reverse side of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm’s clients, such as the existence of any economic relationship between my transactions and securities held or to be acquired by the Firm for any of its clients.

I have not listed securities transactions above, because (please check one):

¨ No transactions to report. ¨ Confirms attached.* ¨ Transaction statements attached.*

*	If attaching confirms or statements, please also list the Broker/Dealer or Bank and account numbers in the table above.

¨ I certify that I have not engaged in any transaction in securities on the basis of material, nonpublic information in violation of applicable law.

Service on the Board or as an Officer of Another Company:

¨ I certify that neither I nor any member of my Family/Household serves on the Board or as an Officer of a public company.

¨ I have informed the Compliance Department that either I or a member of my Family/Household assumes such a position. Company name:

401(k) Re-allocations:

Automatic investments (in connection with payroll deductions or fund distributions) in 401(k) plans do not need to be reported. However, if you re-allocated this quarter, you do need to report the percentage changes, as this is considered a transaction of covered securities.

Please complete and return to Mai Nguyen no later than [ ]. If you cannot complete this form by the due date, please call x2718. Thank you for your cooperation.


Date:						Signature:
						Print Name:

Appendix A

Form of Quarterly Code of Ethics Certificate

of RSIM Board Member who is Not Classified as an Access Person

The undersigned, a director of RS Investment Management Co. LLC (“RSIM”), hereby certifies to RSIM that, to the best knowledge of the undersigned, except as previously disclosed to RSIM’s Chief Compliance Officer pursuant to RSIM’s Code of Ethics, during the calendar quarter ended , he or she, in connection with his or her regular functions or duties, did not recommend, participate in, have access to, or obtain nonpublic information regarding, the recommendation, purchase or sale of Covered Securities (as defined in the RSIM Code of Ethics) by any of RSIM’s clients



Name:
Title:		Director

Dated:

Please complete and sign this form as indicated above and return to RSIM’s Chief Compliance Officer no later than 10 calendar days after the end of the calendar quarter on which you are reporting.

LOGO

Table of Contents


General Procedures			1

Personal Investment Transactions			3
Overview			3
Who Is Covered			3
Accounts Covered			3
Personal Securities Trading System			5
Account Openings, Changes or Closings			5
Opening an Account			6
Changes to an Account			6
Closing an Account			6
Exceptions			6
Opening up a TCW Separately Managed Account			7
Pre-clearance Procedures			7
General Principles Regarding Securities Transactions			7
Exceptions			8
Trading Restrictions			8
Additional Restrictions for Investment Personnel			11
Securities or Transactions Exempt From Personal Investment Transactions Policy			12
De Minimis Transactions Exemptions			13
Exempt Securities Chart			13
Reporting Of Transactions			18
Initial Holdings Reports			18
Quarterly Reports			19
Annual Holdings Reports			19
Annual Compliance Certification			19

Exemptive Relief			21

Policy Statement on Insider Trading			22

Table of Contents


TCW Policy on Insider Trading			23
Trading Prohibition			23
Communication Prohibition			23
What Is Material Information?			24
What Is Non-Public Information?			26
What Are Some Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases?			26
Board of Directors Seats or Observation Rights			26
Deal-Specific Information			28
Creditors’ Committees			29
Information about TCW Products			30
Contacts with Public Companies			31
What Is The Effect Of Receiving Inside Information?			32
Does TCW Monitor Trading Activities?			33
Penalties And Enforcement By SEC And Private Litigants			33
What You Should Do If You Have A Question About Inside Information?			34
Chinese Wall Procedures			34
Identification Of The Walled-In Individual Or Group			35
Isolation Of Information			35
Restrictions on Communications			35
Restrictions on Access to Information			36
Trading Activities By Persons Within The Wall			36
Termination Of Chinese Wall Procedures			37
Certain Operational Procedures			39

Certain Operational Procedures			40
Maintenance of Restricted List			40
Exemptions			41
Consent to Service on Board of Directors and Creditors’ Committees			41

Gifts, Entertainment, Payments & Preferential Treatment			43
Gifts And Entertainment Received By Employees			43

Table of Contents


Gifts			43
Entertainment			43
Approvals			44
Gifts And Entertainment Given By Employees			45
Approvals			47
Special Rule for Government Funds and Pension Plans			47
Special Rule For Registered Persons Of TFD			47
Special Rule for Unions and Union Officials			48
Special Rule for Foreign Officials			49
Other Codes of Ethics			50

Outside Activities			51
Outside Employment (Including Consulting)			51
Service as Director			52
Fiduciary Appointments			53
Compensation, Consulting Fees and Honorariums			53
Participation in Public Affairs			54
Serving As Treasurer of Clubs, Houses of Worship, Lodges			54
Annual Reporting			54

Political Activities & Contributions			55
Introduction			55
Overview			55
Policy on Political Activities and Contributions			57
General Rules			57
General Prohibitions			58
Rules for Individuals			59
Responsibility for Personal Contribution Limits			59
Covered Associates			59
Pre-Approval of all Political Contributions and Volunteer Activity			59
New Hires, Transfers and Promotions to Covered Associate Position			60
Confidentiality			61

iii

Table of Contents


Political Activities on Firm Premises and Using Firm Resources			62
Federal, State, and Local Elections			62
On Premises Activities Relating To Federal Elections			63
On Premises Activities Relating To State and Local Elections			64
Rules for TCW			64
Federal Elections			64
Contributions to State and Local Candidates and Committees			64

Other Employee Conduct			65
Personal Financial Responsibility			65
Personal Loans			65
Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm			65
Disclosure of a Direct or Indirect Interest in a Transaction			66
Corporate Property or Services			66
Use of TCW Stationery			66
Giving Advice to Clients			66

Confidentiality			68

Sanctions			69

Reporting Illegal or Suspicious Activity - “Whistleblower Policy”			70
Policy			70
Procedure			70

Annual Compliance Certification			73

Glossary			74

Endnotes			E1

General Procedures

The TCW Group, Inc. is the parent of several companies that provide investment advisory services to investment companies, corporate and governmental pension funds, and other institutions and individuals. As used in this Code of Ethics , the Firm refers to The TCW Group, Inc., TCW Advisors , and Trust Company of the West.

This Code of Ethics is based on the principle that the officers, directors and employees of the Firm owe a fiduciary duty to, among others, the Firm’s clients. In consideration of this fiduciary duty, you should conduct yourself in all circumstances in accordance with the following general principles:

•

You must at all times place the interests of the Firm’s clients before your own interests.

•

You must conduct all of your personal investment transactions consistent with this Code of Ethics and in such a manner that avoids any actual or potential conflict of interest or any abuse of your position of trust and responsibility.

•

You must adhere to the fundamental standard that investment advisory personnel should not take inappropriate advantage of their positions for their personal benefit.

•

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

•

You must comply with those applicable federal securities laws and Firm policies that are issued from time to time and are applicable to your group.

•

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.

•

Independence in investment-decision making should be paramount.

General Procedures

•

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

The effectiveness of the Firm’s policies regarding ethics depends on the judgment and integrity of its employees rather than on any set of written rules.

Although determining what behavior is necessary or appropriate sometimes is difficult when adhering to these general principles, this Code of Ethics contains several guidelines for proper conduct. The Firm values its reputation for integrity and professionalism. The Firm’s reputation is its most valuable asset. The actions of Access Persons should be consistent and in furtherance of this reputation.

Accordingly, you must be sensitive to the general principles involved and to the purposes of the Code of Ethics , in addition to the specific guidelines and examples set forth below. If you are uncertain about whether a real or apparent conflict exists between your interests and those of the Firm’s clients in any particular situation, you should consult the General Counsel or Chief Compliance Officer immediately. Violations of this Code of Ethics constitute grounds for disciplinary actions, including dismissal.

In any situation in which an approval is required for an individual designated under this Code of Ethics to give approvals, such individual may not be one of the approving persons.

Each Access Person has received this Code of Ethics and any amendments thereto.

Personal Investment Transactions

Overview

Laws and ethical standards impose on the Firm , its employees and its directors duties to avoid conflicts of interest between their personal investment transactions and transactions the Firm makes on behalf of its clients. In view of the sensitivity of this issue, avoiding even the appearance of impropriety is important. The following personal investment transaction policies are designed to reduce the possibilities of such conflicts and inappropriate appearances, while at the same time preserving reasonable flexibility and privacy in personal securities transactions.

Any questions about this Personal Investment Transactions Policy should be addressed to the Administrator of the Code of Ethics at extension 0467 or ace@tcw.com unless otherwise indicated. The Administrator of the Code of Ethics was previously named the Personal Securities Administrator.

Who Is Covered

Except as otherwise noted, the Firm’s restrictions on personal investment transactions apply to all Access Persons . Every employee should consider himself or herself an Access Person unless otherwise specifically exempted by the Approving Officers or unless he or she falls within a class exempted by the Approving Officers . Additionally, a consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties and access to Firm information. Such person will be notified when he or she is considered an Access Person.

Accounts Covered

All accounts of an Access Person or Firm director ¹ are covered by this policy. This includes all accounts in which the Access Person may have a “beneficial interest.”

Personal Investment Transactions

The term “beneficial interest” is defined by rules of the SEC . Generally, under the SEC rules, a person is regarded as having a beneficial interest in Securities held in the name of:

•

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 or dispose of the Securities.

An example of an Access Person having a “beneficial interest” includes trades in a relative’s brokerage account if the Access Person is authorized to do trades for that brokerage account, regardless of whether the Access Person actually does trades. Whether you have a beneficial interest in the Securities of a relative or significant other sharing the same house can be rebutted only under very limited facts and circumstances. If you believe your situation is unique and therefore rebuts the presumption of beneficial interest, you must contact the Administrator of the Code of Ethics who will coordinate obtaining an approval from the Approving Officers .

Under the definition of “beneficial interest”, persons other than Firm personnel may have to comply with this Code of Ethics including, but not limited to spouses, domestic partners, and significant others sharing the same household. The pertinent Firm Access Person must make sure that the outside person is familiar with the requirements of this Code of Ethics . Violations by the outside person constitute violations by the Firm Access Person . If you want the outside person to receive a

Personal Investment Transactions

copy of this Code of Ethics or to attend a Code of Ethics orientation, contact the Administrator of the Code of Ethics.

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), you will have a beneficial interest 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 set forth below. You should review the restrictions on your ability to act as a fiduciary outside of the Firm set forth under Outside Activities - Fiduciary Appointments below.

Personal Securities Trading System

The Firm uses an online personal securities compliance system. This system can be accessed via the internet at http://tcw.starcompliance.com from any location in the world. The system is to be used for all Personal Securities transactions including:

•

Account openings, changes, or closings (including accounts in which the Access Person has a “beneficial interest.”)

•

Pre-clearance (make a personal trade request for Securities ) discussed below.

•

Required Reports (Initial Holdings Report, Quarterly Report, Annual Holdings Report and Annual Certificate of Compliance) discussed below.

Account Openings, Changes or Closings

Because TCW must receive duplicate broker statements for all accounts of an Access Person and any account in which an Access Person has a beneficial interest as defined above, the Firm must be made aware immediately of all account openings, changes, or closures.

Personal Investment Transactions

Opening an Account

New Access Persons or Access Persons wishing to open a new brokerage account may do so, but must immediately:

•

Enter the account into the StarCompliance system at http://tcw.starcompliance.com

•

Ensure that TCW receives duplicate copies of broker account statements by checking on myTCW to review the list of electronically fed brokers. If the Access Person ’s broker is not listed as electronically fed on myTCW, the Access Person is responsible for ensuring that TCW receives duplicate broker statements by contacting the broker and requesting that they be sent to TCW . If your broker requires a 407 letter (a release letter allowing TCW to receive duplicate statements) please contact the Administrator of the Code of Ethics .

Changes to an Account

If the account set up information of an account changes, (for example, a change to the name on the account, the account number, or similar change), the Access Person must update the StarCompliance system at http://tcw.starcompliance.com immediately, and the Access Person must ensure that duplicate broker statements continue to be sent to TCW .

Closing an Account

Once an account has been closed, the Access Person must immediately update the status of the account by closing it in the StarCompliance system at http://tcw.starcompliance.com .

Exceptions

The requirements for account openings, changes or closures do not apply to Outside Fiduciary Accounts , to accounts that hold only third-party mutual funds or to Firm accounts that exclusively hold shares of the TCW Funds .

Note that while the trades in a Non-Discretionary Account do not have to be reported, the existence of

Personal Investment Transactions

the Non-Discretionary Account must be reported to the Administrator of the Code of Ethics . You will be required to provide satisfactory evidence of its non-discretionary nature as described in the Exempt Securities chart below.

Opening up a TCW Separately Managed Account

You also must obtain pre-clearance from the Approving Officers to open a personal separately managed account at the Firm . Written records of the authorization will be maintained by the Legal Department.

Pre-clearance Procedures

General Principles Regarding Securities Transactions

Each Access Person must obtain pre-clearance for any personal investment transaction in a Security if such Access Person has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in the Security .

You must obtain pre-clearance for all non-exempt Securities transactions by logging on to the StarCompliance system at http://tcw.starcompliance.com and filing a PTAF . You will be required to supply certain key information and to make certain certifications each time you trade a Security , such as that you have no knowledge that the Security is under active consideration for purchase or sale by the Firm for its clients. The instructions for filing a PTAF in any particular situation are available on the Firm’s myTCW intranet site.

You must complete an approved Securities transaction by 1:00 p.m. Los Angeles time (4:00 p.m. New York time) the business day following

Personal Investment Transactions

the day that you obtain pre-clearance. If the transaction is not completed within these time constraints, you must obtain a new pre-clearance, including one for any unexecuted portion of the transaction, or you must cancel the unexecuted portion of the transaction.

The defined approval window may significantly impede the use of limit orders, which if used, must be structured in adherence with the pre-clearance time limits. Post-approval is not permitted under this Code of Ethics . If the Firm determines that you completed a trade before approval or after the clearance expires, you will be considered to be in violation of the Code of Ethics .

Note that pre-clearance ordinarily will be given on the day you request it if it is received before the daily processing cutoffs of 6:30 a.m. or 9:30 a.m. or 12:00 p.m. Los Angeles time and 9:30 a.m. 12:30 p.m. or 3:00 p.m. New York time.

Exceptions

Pre-clearance is not necessary for Exempt Securities and Non-Discretionary Accounts . Note that while pre-clearance is not required for Non-Discretionary Accounts , certain Non-Discretionary Accounts are subject to certain of the reporting requirements specified below. Separate certification procedures will apply for Securities executed on behalf of Outside Fiduciary Accounts in lieu of pre-clearance. Contact the Administrator of the Code of Ethics regarding Outside Fiduciary Accounts .

Trading Restrictions

This policy governs your investments in Securities. No Access Person or Firm director may purchase or sell, directly or indirectly, for his or her own account, or any account in which he or she may have a beneficial interest including:

Any Security that the Firm is buying or selling for its clients, until such buying or selling is completed or cancelled.

Personal Investment Transactions

Any Security that to his or her knowledge is under active consideration for purchase or sale by the Firm for its clients.

The Firm has adopted other restrictions on personal investment transactions.

Remember these are limits on what you can do directly or indirectly, for your own account or for any account in which you may have a “beneficial interest.” Except as otherwise noted below, the trading restrictions do not apply to Outside Fiduciary Accounts .

No Access Person may:

•

Enter into an uncovered short sale.

•

Write an uncovered option.

•

Acquire any non-exempt Security in an IPO (remember that if you are a Registered Person of TFD , you also may be prohibited from participating in any IPO ).

•

Transact in Securities offered in a hedge fund, other Private Placements , or other Limited Offerings (other than those sponsored by the Firm ) without the prior approval. Sponsored Private Placements or other Limited Offerings are offerings where the Firm acts as advisor to or distributor of the investment.

Requests for purchases are made by submitting an online PTAF at http://tcw.starcompliance.com . When considering approval of the online request, the Approving Officers will take into consideration whether the investment opportunity you have been offered should be reserved for the Firm’s clients and whether the opportunity is being offered to you by virtue of your position with the Firm .

If you or your department wants to purchase on behalf of a Firm client the Security of an issuer or its affiliate where you have a beneficial interest (including through an Outside Fiduciary Account ) in the Securities of that issuer through Private

Personal Investment Transactions

Placements , you must first disclose your interest to the Administrator of the Code of Ethics . In such an event, the Approving Officers will independently review the proposed investment decision. Written records of any such circumstance should be sent to the Administrator of the Code of Ethics.

Requests for transfers of interest in Firm -sponsored Private Placements , other than estate planning or those that are court-mandated, require pre-approval from the Approving Officers . To obtain this pre-approval, please contact the Administrator of the Code of Ethics.

Requests for sales are made by submitting an online PTAF at http://tcw.starcompliance.com . This PTAF is filed in the same manner as regular security sales, and does not require the approval of the Approving Officers .

•

Purchase or sell any Security that is subject to a firm -wide restriction or a department restriction by his or her department. An exemption to trading a restricted list security may be granted under certain conditions, such as when the request occurs outside of a restricted time window period or is confirmed not to violate Chinese Walls , or when the purchase will not violate agreements with issuers or not exceed regulations relating to quantities of the Security that may be held by the Firm .

•

Purchase or otherwise acquire any third-party registered investment company advised or sub-advised by the Firm (For a list of those mutual funds, see Prohibited Third-Party Registered Investment Companies ).

•

Engage in frequent trading of a TCW Fund. The prospectuses of the TCW Funds contain limits on frequent trading and Access Persons are required to read, understand and comply with those limits. If an Access Person wishes to trade a TCW Fund in a non-TCW Account, the Access Person must first file a report at http://tcw.starcompliance.com . The filing of this report should not be taken as a notification that the reported trade does not violate the TCW Funds frequent trading policy.

Personal Investment Transactions

•

Access Persons will be required to certify, as part of their Annual Certificate of Compliance, that they have complied with the frequent trading policy contained in the prospectuses of the TCW Funds.

Additional Restrictions for Investment Personnel

Investment Personnel , as defined in the Glossary, are subject to the additional trading restrictions listed below unless they have received specific confirmation to the contrary from the Chief Compliance Officer . Note that an individual’s status or duties may change that could result in him or her becoming subject to the trading restrictions for Investment Personnel . If you have any questions resulting from such a change, you should contact the Administrator of the Code of Ethics at ext. 0467 or by e-mail at ace@tcw.com .

Investment Personnel who either manage or otherwise provide advice or execution services for a registered investment company (including the TCW Funds ) may not:

•

Profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities other than Exempt Securities within 60 calendar days. This applies to any Security , whether or not it is held in any client portfolio at the Firm . A LIFO system will be used to match transactions (meaning most recent purchases will be matched against a given sale, or that the most recent sales will be matched against a given purchase). You also should note that this prohibition would effectively limit the utility of options trading and short sales of Securities and could make legitimate hedging activities less available. Any profits realized on such short-term trades will be subject to disgorgement. Note, however, that if you receive pre-clearance for a purchase or sale of an ETF , that transaction will automatically be deemed exempt from this 60 calendar day requirement.

Personal Investment Transactions

Additionally, no portfolio manager may:

•

Purchase or sell any Security for his or her own account or any Outside Fiduciary Account for a period of 10 calendar days BEFORE that Security is bought or sold on behalf of any Firm client for which the portfolio manager serves as portfolio manager. Violation of this prohibition will require reversal of the transaction, and any resulting profits will be subject to disgorgement.

•

Purchase any Security for his or her own account or any Outside Fiduciary Account for a period of 10 calendar days AFTER that Security is sold on behalf of any Firm client for which the portfolio manager serves as portfolio manager.

•

Sell any Security for his or her own account or any Outside Fiduciary Account for a period of 10 calendar days AFTER that Security is bought on behalf of any Firm client for which the portfolio manager serves as portfolio manager.

•

In addition, any portfolio manager who manages a registered investment company may not purchase or sell any Security for his or her own account or any Outside Fiduciary Account for a period of 10 calendar days AFTER that Security is bought or sold on behalf of a registered investment company for which the portfolio manager serves as investment manager. Violation of these prohibitions will require reversal of the transaction and any resulting profits will be subject to disgorgement.

Any profits required to be disgorged will be given to a charity under the Firm’s direction.

Securities or Transactions Exempt From Personal Investment Transactions Policy

Personal investment transactions in Exempt Securities are still subject to the Firm ’s Policy Statement on Insider Information and may be subject to reporting requirements as described below.

Personal Investment Transactions

De Minimis Transactions Exemptions

The Firm has adopted a limited exception to certain trade rules for De Minimis Transactions . De Minimis Transactions are:

•

equity market trades for 200 shares or fewer per trade. Equity market trades include ETFs.

•

bond market trades of $25,000 market value or less per trade.

Even though De Minimis Transactions are exempt from certain rules you still must log on to the StarCompliance System at http://tcw.starcompliance.com and file a PTAF.

If an Access Person seeks to pre-clear a transaction and is denied permission to trade, the Access Person may NOT execute a De Minimis Transaction in that issuer without pre-clearance.

The De Minimis Transaction exception does NOT apply to trades in IPOs, Private Placements, or other Limited Offerings (other than those sponsored by the Firm) or securities subject to a Firm -wide restriction or a department restriction applicable to the Access Person .

Exempt Securities Chart

The following table summarizes the pre-clearance and reporting requirements for Securities or transactions that are exempt from some aspects of the personal investment transactions policy.

Type of Exempt Securities or Transactions

Pre-

clearance

Reporting

Quarterly

Reports

Reporting on

Initial or

Annual

Report

U.S. Government Securities (defined only as direct obligations of the U.S. Government, not as agency obligations).

Personal Investment Transactions


Type of Exempt Securities or Transactions	Pre- clearance	Reporting on Quarterly Reports	Reporting on Initial or Annual Report
Bank Certificates of Deposit.	No	No	No

Bankers’ Acceptances.	No	No	No

High quality short-term debt instruments (investment grade, maturity not greater than 13 months) including commercial paper, repurchase agreements, variable rate municipal bonds and other securities that are cash equivalents determined by the Approving Officers .	No	No	No

Shares in money market mutual funds. Note that other types of securities that are sold as money market equivalents are subject to all aspects of the policy unless an exemption is granted or the security appears on the exempt list	No	No	No

Securities (common stock, preferred stock or debt securities) issued by Société Générale S.A.	No	No	No

Shares in open-end investment companies. Note that purchases of any third-party registered investment company advised or sub-advised by the Firm are prohibited. (For a list of those mutual funds, see Prohibited Third-Party Registered Investment Companies ).	No	No	No

Personal Investment Transactions


Type of Exempt Securities or Transactions	Pre- clearance	Reporting on Quarterly Reports	Reporting on Initial or Annual Report
Shares issued by unit investment trusts that are invested exclusively in one or more mutual funds not advised by the Firm or its affiliates.	No	No	No

Stock index futures, futures on U.S. Government Securities, Eurodollar futures contracts, and non-financial commodities (e.g., pork belly contracts).	No	No	No


Type of Exempt Securities or Transactions	Pre- clearance	Reporting on Quarterly Reports	Reporting on Initial or Annual Report
Municipal bonds traded in the market	No	No	No

Securities purchased on behalf of an Access Person in a Non-Discretionary Account. (i) which you, your spouse, your domestic partner, or your significant other established,	No pre-clearance of trades required but when the account is opened it must be reported and acceptable evidence of its non-discretionary nature must be provided to the Administrator of the Code of Ethics.	Yes, but only report the existence of the brokerage account and not the trades done in it	Yes, but only report the existence of the brokerage account and not the trades done in it.

Personal Investment Transactions

Personal Investment Transactions


Type of Exempt Securities or Transactions	Pre- clearance	Reporting on Quarterly Reports	Reporting on Initial or Annual Report
Interests in Firm -sponsored limited partnerships or other Firm -sponsored private placements .	No, unless a transfer.	Yes	Yes

Securities acquired in connection with the exercise of an option.	No, unless cash is received in connection with exercise of the option (a simultaneous sale of the security upon exercise of the option).	Yes, security received must be reported.	Yes

Rule 10b5-1 Plans must be approved prior to being entered into. Once approval for the Rule 10b5-1 Plan is received, transactions pursuant to the plan will not require pre-clearance.	Yes, prior to approval of the Rule 10b5-1 Plan.	Yes	Yes

Direct Purchase Plans must be approved prior to being entered into. Once approval for the direct purchase plan is received, transactions pursuant to the Direct Purchase Plan will not require pre-clearance.	Yes, prior to approval of the Direct Purchase Plan.	Yes	Yes

Personal Investment Transactions

Reporting Of Transactions

Access Persons must file all reports in a complete and accurate manner, and should double-check pre-filled entries (including transactions and holdings) to ensure their accuracy and completeness. Transactions include purchases, sales and corporate actions such as mergers, spin-offs and dividend issuance. The automated system does not automatically update information regarding corporate actions. Your failure to do so may result to your trade requests being denied.

For any of the required reports or certifications below, if you realize that you will not be able to access the Internet to file a report in a timely manner, you must contact the Administrator of the Code of Ethics prior to the start of the required filing period.

You are charged with the responsibility for the timely submission reports. Any effort by the Firm to facilitate the reporting process does not change or alter that responsibility.

Initial Holdings Reports

All Access Persons are required to file online an Initial Holdings Report listing all Securities (other than holdings in Non-Discretionary Accounts ) and all accounts in which the person has a beneficial interest within 10 calendar days of becoming an Access Person . See the chart above for the list of Exempt Securities which do not have to be reported. All information in Initial Holdings Reports must be current as of a date not more than 45 days prior to the date the person became an Access Person . The Initial Holdings Report is filed online through the internet at http://tcw.starcompliance.com . Statements that document the data contained in the Initial Holdings Report must be provided to the Administrator of the Code of Ethics by the Access Person .

Personal Investment Transactions

Quarterly Reports

All Access Persons must submit quarterly reports of personal investment transactions by the 10th calendar day of January, April, July, and October or, if that day is not a business day, then the first business day thereafter. The quarterly report is filed online through the internet at http://tcw.starcompliance.com. Transactions include purchases, sales and corporate actions such as mergers, spin-offs, stock splits and stock dividend issuance. No reporting of cash dividends is required. Every Access Person must file a quarterly report when due even if such person made no purchases or sales of Securities during the period covered by the report. The Quarterly Report is filed online through the internet at http://tcw.starcompliance.com .

Annual Holdings Reports

All Access Persons are required to submit online on or before January 31 an Annual Holdings Report that provides a listing of all accounts and Securities that the person has a beneficial interest in as of December 31 of the preceding year (other than holdings in Non-Discretionary Accounts ). See the chart above for the list of Exempt Securities which do not have to be reported. All information in Annual Holdings Reports must be current as of a date not more than 45 calendar days prior to the date the report was submitted. The Annual Holdings Report is filed online through the internet at http://tcw.starcompliance.com .

Annual Compliance Certification

All Access Persons are required to submit an Annual Compliance Certification containing a certification regarding compliance with the Code of Ethics on or before January 31 of the subsequent year. The Annual Compliance Certification is filed online through the internet at http://tcw.starcompliance.com .

Personal Investment Transactions

SUMMARY OF REPORTING FORMS REQUIRED TO BE FILED

If you are an Access Person you must submit:


Report Name		When Due
Initial Holdings Report		10 days of becoming an Access Person

Quarterly Reports		First 10 days of January, April, July, October

Annual Holdings Report		First 31 days of each year

Annual Compliance Certification		First 31 days of each year

Exemptive Relief

The Administrator of the Code of Ethics will coordinate obtaining the approval of the Approving Officers . The Approving Officers will review and consider any proper request of an Access Person for relief or exemption from any remedy, restriction, limitation or procedure contained in this Code of Ethics that is claimed to cause a hardship for such an Access Person or that may involve an unforeseen or involuntary situation where no abuse is involved. Exemptions of any nature may be given on a specific basis or a class basis determined by the Approving Officers . The Approving Officers also may grant exemption from Access Person status to any person or class of persons it determines does not warrant such status. Under appropriate circumstances, the Approving Officers may authorize a personal transaction involving a security subject to actual or prospective purchase or sale for clients, where the personal transaction would be very unlikely to affect a highly institutional market, where the Firm officer or employee is not in possession of inside information , or for other reasons sufficient to satisfy the Approving Officers that the transaction does not represent a conflict of interest, involve the misuse of inside information or convey the appearance of impropriety. The Approving Officers shall meet on an ad hoc basis, as deemed necessary upon written request by an Access Person , stating the basis for his or her request for relief. The Approving Officers ’ decision is solely at their discretion.

Policy Statement on

Insider Trading

Policy Statement on Insider Trading

The professionals and staff of the Firm occasionally come into possession of material, non-public information (often called “ inside information ”). Various federal and state laws, regulations, court decisions, and general ethical and moral standards impose certain duties with respect to the use of this inside information . The violation of these duties could subject both the Firm and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the Firm . SEC rules provide that any purchase or sale of a security while “having awareness” of inside information is illegal regardless whether the information was a motivating factor in making a trade. The Firm views seriously any violation of this policy statement. Violations constitute grounds for disciplinary sanctions, including dismissal.

Within an organization or affiliated group of organizations, courts may attribute one employee’s knowledge of inside information to another employee or group that later trades in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular Security in the normal course of business, Firm personnel other than those with actual knowledge of inside information could inadvertently subject the Firm to liability. Alternatively, someone obtaining inside information in a legitimate set of circumstances may inadvertently restrict the legitimate trading activities of other persons within the company.

The risks in this area can be significantly reduced through the conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (so-called “ Chinese Walls ” or “ Informational Barriers ”). One purpose of this Policy Statement is to establish a workable procedure for applying these techniques in ways that offer significant protection to the Firm and its personnel, while providing flexibility to continue the Firm’s investment management activities on behalf of our clients.

Policy Statement on

Insider Trading

See the attached Reference Table if you have any questions on this Policy or who to consult in certain situations. Please note that references in this Policy to the General Counsel and Chief Compliance Officer include persons who they have authorized in their respective departments to handle matters under this Policy.

TCW Policy on Insider Trading

Trading Prohibition

No Access Person of the Firm may buy or sell a security, including stocks, bonds, convertible securities , options, derivatives tied to a company’s securities or warrants in a company, either for themselves or on behalf of others while in possession of material, non-public information about the company. This means that you may not buy or sell such securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of inside information regarding that company.

Communication Prohibition

No Access Person of the Firm may communicate material, non-public information to others who have no official need to know. This is known as “tipping,” which also is a violation of the insider trading laws, even if the “tipper” did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm.

This prohibition on sharing material, non-public information extends to affiliates such as Buchanan Partners and SG entities.

If you convey material non-public information to another person, even inadvertently, it is possible that the other

Policy Statement on

Insider Trading

person, if he or she trades on such information would violate insider trading laws. This is known as “tippee liability.” You should remember that you may obtain material, non-public information about entities sponsored by the Firm, such as its mutual funds. Communicating such information in violation of the Firm’s policies is illegal.

What Is Material Information?

Information is material when a reasonable investor would consider it important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities. The general test is whether a reasonable investor would consider the information important in deciding whether or not to buy or sell a security in the company. The information could be positive or negative.

Whether something is Material Information must be evaluated relative to the company in whose securities a trade is being considered (e.g., a multi-million dollar contract may be immaterial to Boeing but material to a smaller capitalization company). Some examples of Material Information are:

•

dividend changes,

•

earnings results,

•

projections,

•

changes in previously released earnings estimates,

•

significant merger, spin-off, joint venture, or acquisition proposals or agreements,

•

stock buy-back proposals,

•

tender offers,

•

rights offerings,

•

new product releases or schedule changes,

•

significant accounting write-offs or charges,

Policy Statement on

Insider Trading

•

credit rating changes,

•

changes in capital structure (e.g. stock splits),

•

accounting changes,

•

major technological discoveries, breakthroughs or failures,

•

major capital investment plans,

•

major contract awards or cancellations,

•

governmental investigations,

•

major litigation or disposition of litigation,

•

liquidity problems, and

•

extraordinary management developments or changes.

Material Information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities in some contexts may be deemed material. Similarly, pre-publication information regarding reports to be issued in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider traders who capitalized on pre-publication information for the Wall Street Journal’s “Heard on the Street” column.

Because no clear or “bright line” definition of what is material exists, assessments sometimes require a fact-specific inquiry. For this reason, if you have questions about whether information is material, direct the questions to the Director of Research or your Department Head and, if further inquiry is desired or required, consult the General Counsel or the Chief Compliance Officer . If you prefer, you can go directly to the General Counsel, your product attorney, or the Chief Compliance Officer initially.

Remember that TCW Funds and TSI are publicly traded entities and you may be privy to material-non public information regarding those entities.

Policy Statement on

Insider Trading

What Is Non-Public Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape,” a press release, Bloomberg, release by Standard & Poor’s or Reuters, or publication in the Wall Street Journal or other generally circulated publication. Information remains non-public until it is disseminated to the marketplace by one or more public announcements or filings.

What Are Some Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases?

In the context of the Firm’s business, the following are some examples of how a person could come into possession of inside information : Board of Directors’ seats or observation rights, deal-specific information in connection with a negotiated transaction, creditors’ committees, information about TCW products (e.g., information about the TCW Funds that has not yet been disclosed) and contacts with public companies.

Board of Directors Seats or Observation Rights

Officers, directors, and employees sometimes are asked to sit or act as a Board member, an alternate Board member or an observer on the Board of Directors of public or EDGAR-reporting companies - sometimes in connection with their duties at the Firm and sometimes in a personal capacity. These public companies generally will have restrictions on their Board members’, alternates’ or observers’ trading in the companies’ securities except during specified “window periods” following the public dissemination of financial information. As noted elsewhere in the “Outside Activities Service as Director” section in this Policy, service as a director

Policy Statement on

Insider Trading

of a non- Firm company requires approval, and, if approval is given, it will be subject to the implementation of procedures to safeguard against potential conflicts of interest or insider trading, such as Chinese Wall procedures and placing the securities on a restricted list. Anyone who wishes to serve on a Board of Directors or as a Board Observer should complete the Report on Outside Directorships and Officerships that is posted on the myTCW intranet and submit it to the Administrator of the Code of Ethics who will coordinate the approval process. If approval is granted, the Administrator of the Code of Ethics will notify the Legal Department so that the appropriate Chinese Wall and/or restricted securities listing can be made.

You must obtain approval for sitting on a Board or for Board observation rights even if it is for Board seats related to your duties at TCW.

Cases of fund managers sitting on Boards of public companies have been highlighted in the press and have underscored the effect of inadequate safeguards that could inadvertently render securities “illiquid” in the hands of the Firm . To mitigate this risk, anyone sitting on a Board of a public company should consider the Chinese Wall procedures below as applicable to them and should abide by them. If the Board seat is held in connection with Firm clients, and a legitimate need exists to communicate the information, it may be done within the confines and procedures set forth in the Chinese Wall memorandum and procedures. The Chief Compliance Officer , General Counsel , or your product attorney should be contacted with any questions.

Portfolio Managers sitting on Boards of public companies in connection with an equity position that they manage should be mindful of SEC filing obligations under Section 16 of the Exchange Act , in addition to the possibility of being required to give back profits (or so called “short swing profits”) on purchases and sales of shares held in client accounts within a 6-month period. Similar concerns

Policy Statement on

Insider Trading

arise in the context of companies where an intent to control exists or an arrangement is made with others to attempt to influence or control a public company. The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.

Deal-Specific Information

Under certain circumstances, an employee may receive inside information for a legitimate purpose in the context of a transaction in which a Firm entity or account is a potential participant or in the context of forming a confidential relationship. This includes receiving “private” information through an on-line service such as Intralinks. This “deal-specific information” may be used by the department to which it was given for the purpose for which it was given. Generally, if a confidentiality agreement is to be signed, it should be assumed that inside information is included. However, even in the absence of a confidentiality agreement, inside information may be received when an oral agreement is made or an expectation exists that you will maintain the information as confidential. In addition, if the persons providing or receiving the information have a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship. The SEC rules further provide a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Material non-public or deal-specific information may be given in connection with the Firm making a direct investment in a company in the form of equity or debt; it may also involve a purchase by the Firm of a debt or equity security in a secondary transaction or in the form of a participation. The information can be conveyed through a portal such as Intralinks, orally from a sponsor or dealer or through other electronic delivery or hard copy documentation. This type of situation

Policy Statement on

Insider Trading

typically arises in mezzanine financings, loan participations, bank debt financings, venture capital financing, purchases of distressed securities, oil and gas investments and purchases of substantial blocks of stock from insiders. You should remember that even though the investment for which the deal-specific information is being received may not be a publicly traded security, the company may have other classes of publicly traded securities, and the receipt of the information by the Firm can affect the ability of other parts of the organization to trade in those securities. For the aforementioned reasons, if you are to receive any deal-specific information or material, non-public information on a company with any class of publicly traded securities (whether domestic or foreign), contact the product attorney in the Legal Department for your area, who then will implement the appropriate Chinese Wall and trading procedures.

Creditors’ Committees

On occasion, an investment may go into default, and the Firm is a significant participant. In that case, the Firm may be asked to participate on a Creditors’ Committee. Creditors’ Committees often are involved in intensive negotiations involving restructuring, work-outs, recapitalizations and other significant events that would affect the company and are given access to inside information . The Firm sitting on such a committee could substantially affect its ability to trade in securities in the company and, therefore, before agreeing to sit on any official Creditors’ Committee, you should contact the Administrator of the Code of Ethics who will obtain any necessary approvals and notify the Legal Department so that the appropriate Chinese Wall can be established and/or restricted securities list ings can be made. If you sit on an informal Creditors’ Committee (i.e., a committee or group that does not receive material non-public information from an issuer), these restrictions may not apply, but you should consult with the product attorney in the Legal Department for confirmation.

Policy Statement on

Insider Trading

Information about TCW Products

Persons involved with the management of limited partnerships, trusts, and registered investment companies (closed-end and open-end) which themselves issue securities could come into possession of material information about those funds that is not generally known to their investors or the public and that could be considered inside information . For example, plans with respect to dividends, closing down a fund or changes in portfolio management personnel could be considered inside information , and buying or selling securities in a Firm product with knowledge of an imminent change in dividends would be a violation of the policy. Another example would be a large-scale buying or selling program or a sudden shift in allocation that was not generally known. This also could be considered inside information . Disclosing holdings of the TCW Funds or TSI on a selective basis could be viewed as an improper disclosure of non-public information and should not be done. See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure. In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel because the Firm will be required to make prompt disclosure as soon as reasonably practicable (but in no event after the later of 24 hours after the disclosure or the commencement of the next day’s trading on the New York Stock Exchange).

The Firm currently discloses holdings of the TCW Funds or TSI on a monthly basis beginning on the 15th calendar day following the end of that month (or, if not a business day, the next business day thereafter). Disclosure of these funds’ holdings at other times requires special confidentiality procedures and must be precleared with the product attorney. Persons involved with management of these funds and, in particular, portfolio managers and Investment Personnel , but also support and administrative personnel, should be sensitive to the fact that they have access to such information. Department Heads for each product area, the head of mutual funds for the Firm , and

Policy Statement on

Insider Trading

the product attorney in the Legal Department are responsible for notifying the Administrator of the Code of Ethics of this type of inside information so he or she can impose appropriate restrictions, and advise him or her when the information becomes public or stale, so that the restriction can be removed.

Contacts with Public Companies

For the Firm , contacts with public companies represent an important part of our research efforts. The Firm makes investment decisions on the basis of the Firm ’s conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an employee becomes aware of material, non-public information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment regarding its further conduct. If an issue arises in this area, a research analyst’s notes could become subject to scrutiny. Research analyst’s notes have become increasingly the target of plaintiffs’ attorneys in securities class actions.

This area is of particular concern to the investment business and, unfortunately, is one with a great deal of legal uncertainty. In a notable 1983 case, the U.S. Supreme Court recognized explicitly the important role of analysts to ferret out and analyze information as necessary for the preservation of a healthy market. It also recognized that questioning of corporate officers and insiders is an important part of this information gathering process. The Court thus framed narrowly the situations in which analysts receiving insider information would be required to “disclose or abstain” from trading (generally when the corporate insider was disclosing for an improper purpose, such as for personal benefit, and the analyst knew it). However, the SEC has declared publicly its disfavor with the ruling in the

Policy Statement on

Insider Trading

case and has since brought enforcement proceedings indicating that they will take strict action against what they see as “selective disclosures” by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Thus, the status of company-to-analyst contacts has been characterized as “a fencing match on a tightrope” and a noted securities professor has said that the tightrope is now electrified. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain Material Information and become restricted or not receive such information.

Because of this uncertainty, caution is the recommended course of action. If an analyst or portfolio manager receives what he or she believes is insider information and if you feel you received it in violation of a corporate insider’s fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer . If you prefer, you can contact the General Counsel or Chief Compliance Officer directly.

What Is The Effect Of Receiving Inside Information?

The person actually receiving the inside information is subject to the trading and communication prohibitions discussed above. However, because the Firm is a company, questions arise regarding how widely that information is to be attributed throughout the company. Naturally, the wider the attribution, the greater the restriction will be on other persons and departments within the company. Therefore, anyone receiving inside information should be aware that the consequences can extend well beyond themselves or even their departments.

In the event of receipt of inside information by an employee, the company generally will:

•

establish a Chinese Wall around the individual or a select group or department, and/or

Policy Statement on

Insider Trading

•

place a “firm wide restriction” on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the Firm , whether for a client or personal account (absent specific approval from the Compliance Department).

In connection with the Chinese Wall protocol, those persons falling within the Chinese Wall would be subject to the trading prohibition and, except for need-to-know communications to others within the Chinese Wall , the communication prohibition discussed above. The breadth of the Chinese Wall and the persons included within it would be determined on a case-by-case basis. In these circumstances, the Chinese Wall procedures are designed to “isolate” the inside information and restrict access to it to an individual or select group to allow the remainder of the company not to be affected by it. In any case where a Chinese Wall is imposed, the Chinese Wall procedures discussed below must be strictly observed.

Does TCW Monitor Trading Activities?

The Compliance Department conducts reviews of trading in public securities listed on the Restricted Securities List . The Compliance Department surveys transactions effected by employees and client accounts for the purpose of, among others, identifying transactions that may violate laws against insider trading and, when necessary, investigating such trades. The Compliance and Legal Departments conduct monitoring of the Chinese Walls .

Penalties And Enforcement By SEC And Private Litigants

The Director of Enforcement of the SEC has said that the SEC pursues all cases of insider trading regardless of the size of transaction and regardless of the persons involved. Updated and improved detection, tracking, and surveillance techniques in the past few years have strengthened enforcement efforts by the SEC as well as the stock exchanges. This surveillance is done routinely in many cases or can be based on informants in specific cases.

Policy Statement on

Insider Trading

Penalties for violations are severe for both the individual and possibly his or her employer. These could include:

•

paying three times the amount of all profits made (or losses avoided),

•

fines of up to $1 million,

•

jail up to 10 years, and

•

civil lawsuits by shareholders of the company in question.

The regulators, the market and the Firm view violations seriously.

What You Should Do If You Have A Question About Inside Information?

Before executing any trade for yourself or others, including clients of the Firm , you must consider whether you have access to material, non-public information. If you believe you have received oral or written material, non-public information, you should discuss the situation immediately with the product attorney in the Legal Department, the General Counsel , or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted. You should not discuss the information with anyone else within or outside the Firm .

Chinese Wall Procedures

The SEC has long recognized that procedures designed to isolate material non-public information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of this inside information to an entire company. These types of procedures are typical in multi-service broker-dealer investment banking firms and are known as Chinese Wall procedures. In those situations where the Firm believes

Policy Statement on

Insider Trading

inside information can be isolated, the following Chinese Wall procedures would apply. These Chinese Wall procedures are designed to “quarantine” or “isolate” the individuals or select group of persons within the Chinese Wall .

Identification Of The Walled-In Individual Or Group

The persons subject to the Chinese Wall procedures will be identified by name or group designation. If the Chinese Wall procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the Chinese Wall likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors’ Committee, serving on a Board in a capacity related to the Firm’s investment activities, or receiving deal-specific information, the walled-in group generally will refer to the product management group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the Chinese Wall is fact-specific and must be made by the product attorney, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important.

Isolation Of Information

Fundamental to the concept of a Chinese Wall is that the inside information be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

Restrictions on Communications

Communications regarding the inside information of the subject company should only be held with persons within

Policy Statement on

Insider Trading

the walled-in group on a need-to-know basis or with the General Counsel, the product attorney in the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate. If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the Firm outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the product attorney, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as “inside the wall” and will be subject to all Chinese Wall restrictions in this policy.

Restrictions on Access to Information

The files, computers, and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group. In certain circumstances, adequate physical segregation of the group exists, whereby access would be very limited. However, in other cases with less physical segregation between the group and others, additional precautionary measures should be taken to ensure that any confidential non-public information is kept in files that are secure and not generally accessible.

Trading Activities By Persons Within The Wall

Persons within the Chinese Wall are prohibited from buying or selling securities in the subject company, whether on behalf of the Firm or clients or in personal transactions. This restriction would not apply in the following two cases: (i) where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal

Policy Statement on

Insider Trading

for which deal-specific information was given, and (ii) in connection with a liquidation of a client account in full, the security in the affected account may be liquidated if the client has specifically instructed the Firm to liquidate the account in its entirety and if no confidential information has been shared with the client. In this circumstance, the Firm would attribute the purchase or sale to the direction of the client rather than pursuant to the Firm’s discretionary authority and the Firm would be acting merely in an executory capacity (again, assuming no confidential information has been shared with the client). The liquidating portfolio manager should confirm to the Administrator of the Code of Ethics in connection with such a liquidation that no confidential information was shared with the client. Note that if the transaction permitted under (i) above is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine disclosure obligations to the counterparty of the inside information in our possession.

Termination Of Chinese Wall Procedures

When the information has been publicly disseminated and a reasonable time has elapsed, or if the information has become stale, the Chinese Wall procedures with respect to the information generally can be eliminated. The person who contacted the Legal or Compliance Department to have the Chinese Wall established must notify the Legal Department when the Chinese Wall can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information. However, persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors’ Committee) would be subject ordinarily to the Chinese Wall procedures on a continuing basis and may be permitted to trade only during certain “window periods” when the company permits such “access” persons to trade.

Policy Statement on

Insider Trading

Each Group Head is responsible for ensuring that members of his or her group abide by these Chinese Wall procedures in every instance.

Topic

You Should Contact:

If you have a question about whether information is “material” or “non-public”

If you have questions about whether you have received material non-public information about a public company

First: The product attorney, General Counsel or Chief Compliance Officer .


Topic		You Should Contact:
If you have a question about whether you have received inside information on a Firm commingled fund (e.g. partnerships, trusts, mutual funds)		Department Head for product area or for mutual funds or such group’s product attorney (who will coordinate as necessary with the Administrator of the Code of Ethics

If you have a question about obtaining deal-specific information (pre-clearance is required) If you have a question about sitting on a Creditors’ Committee (preapproval is required) If you need to have a Chinese Wall established If you have questions about terminating a Chinese Wall		Product attorney in the Legal Department or General Counsel or Chief Compliance Officer .

Policy Statement on

Insider Trading


If you wish to take a Board of Directors seat, serve as an alternate on a Board or sit on a Creditors Committee (Pre-approval is required) If you have questions about the securities listed on the Restricted Securities List If you want permission to buy or sell a security listed on the Restricted Securities List		Administrator of the Code of Ethics (Note that in this case the Administrator of the Code of Ethics will contact the attorney who is responsible for restricted securities issues, the General Counsel, or Chief Compliance Officer)

In the event of inadvertent or non-intentional disclosure of mutual non-public information		Product attorney or General Counsel who will notify the Chief Compliance Officer because the Firm will be required to make prompt disclosure as soon as reasonable practicable (but in no event after the later of 24 hours after the disclosure or the commencement of the next day’s trading on the New York Stock Exchange).

If you have questions about who is “within” or “outside” a Chinese Wall		Product attorney, the General Counsel, or Chief Compliance Officer.

If you have questions about the Insider Trading Policy in general		General Counsel or Chief Compliance Officer or Product Attorney

If you have questions about Section 13/16 issues		General Counsel or Chief Compliance Officer or Product Attorney

Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to Firm employees and enforcement thereof by the Firm .

Certain Operational Procedures

Maintenance of Restricted List

The Restricted Securities List is updated by the Administrator of the Code of Ethics , who distributes it as required. This list is issued whenever an addition, deletion or modification occurs, in addition to periodically if no changes have been made. In some cases, the list may note a partial restriction (e.g. restricted as to purchase, restricted as to sale, or restricted as to a particular group or person). The Administrator of the Code of Ethics updates an annotated copy of the list that explains why each item is listed and has a section giving the history of each item that has been deleted. This annotated Restricted Securities List is distributed to the General Counsel and the Chief Compliance Officer , as well as any additional persons, which either of them may approve.

The Restricted Securities List is updated whenever a change occurs that the Administrator of the Code of Ethics has confirmed should be added with the General Counsel, the Chief Compliance Officer, or an attorney in the Legal Department.

The Restricted Securities List restricts issuers (i.e., companies) and not just specific securities issued by the issuer. So do not use the list of ticker symbols as being the complete list - the key is that you are not to do the prohibited transaction in the company or a derivative that is tied to the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The Restricted Securities List must be checked before each trade. If an order is not completed on one day, then the

Certain Operational Procedures

open order should be checked against the Restricted Securities List every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

The Restricted Securities List includes securities for foreign and domestic public reporting companies where Firm personnel serve as directors, board observers, officers, or members of official creditors’ committee, where Firm personnel have material, non-public information or have an agreement or arrangement to maintain information as confidential.

Exemptions

Once an entity is placed on the Restricted Securities List , any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Administrator of the Code of Ethics (or another member of the Compliance Department who will consult with, as appropriate, an attorney in the Legal Department, General Counsel , or Chief Compliance Officer ). In certain circumstances where a group continuously receives material non-public information as part of its strategy, a global Chinese Wall will be imposed on the department in lieu of placing all of the issuers for which it has information on the Restricted Securities List .

Consent to Service on Board of Directors and Creditors’ Committees

To monitor situations where material, non-public information may become available by reason of a Board position, employees are required to obtain consent for accepting positions on non- Firm Boards of Directors whether as part of Firm duties or in a personal capacity. Similarly, consent is required for employees to sit on

Certain Operational Procedures

Creditors’ Committees. See the section Policy Statement on Insider Trading - What Are Some Examples Of How TCW Personnel Could Obtain Inside Information and What Should You Do In These Cases?

Gifts, Entertainment, Payments & Preferential Treatment

Gifts or Entertainment may provide the actual or apparent potential for conflict of interest affecting an employee’s duties and independence of judgment for the Firm’s clients or the Firm . Therefore, the Firm’s policy limits Gifts or Entertainment , whether to the employee or his or her spouse, family, domestic partner, relatives, friends or designees. The Firm’s policy also requires certain pre-approvals and reporting.

Gifts And Entertainment Received By Employees

Gifts

Employees should never solicit Gifts from suppliers, service providers, clients, brokers, consultants or any other entity with which the Firm does business.

As a general rule, you should not accept Gifts that are of excessive value. While no absolute definition of “excessive” exists, you should exercise good judgment to ensure that no Gift that is, or could be, reasonably viewed as excessive in value is accepted. Generally, Gifts with a value of $100 or less would not be viewed as excessive; those over $100 would be excessive, although the context in which the Gift is received might permit the receipt of such a Gift over $100 if approval is obtained (in the manner described below). The receipt of cash Gifts by employees is absolutely prohibited.

Entertainment

For an event to qualify as Entertainment , the host of the event must be personally present at the event; otherwise, it would be viewed as a Gift .

As a general rule, you should not accept an invitation that involves Entertainment that is excessive or not usual and customary. No set of absolute rules exists, and good judgment must be exercised. The context, circumstances, and frequency must be considered. For example, when the event is more business related (e.g., a business conference), greater latitude may be acceptable,

Gifts, Entertainment, Payments & Preferential Treatment

whereas in a purely amusement context (e.g., an out-of-town sporting event), more restriction may be required. If you believe the Entertainment might be excessive or if the Entertainment falls into one of the categories identified below, you should seek approval. Approval is required even if the entertainment is part of your approved entertainment budget.

Approvals

In some cases, approval is advisable, and in other cases, it is mandatory. Approvals must be obtained prior to the Gift or Entertainment being given. If approval is warranted, you must contact the Administrator of the Code of Ethics to coordinate the approval process. The two approvals consist of:

•

First, the head of your Department or your supervisor if you are the head of your Department, and

•

Second, any one of the Chief Administrative Officer , Chief Compliance Officer , the Chief Risk Officer or the General Counsel .

Approval must be obtained if:

•

The Gift or Entertainment involves the payment of out-of-town travel or accommodation expenses.

•

This does not apply to payment of accommodations by a sponsor of an industry, company, or business conference held within the U.S. involving multiple attendees from outside the Firm where your expenses are being paid by the sponsor on the same basis as those of other attendees; however, if the sponsor is paying travel expenses, approval is required. Also, if the accommodations or travel are paid in connection with a trip abroad, approval should be sought.

•

A Gift is reasonably believed to have a value in excess of $100, but you feel it is appropriate. Unless the Gift appears excessive to a reasonable person, this does not apply to:

•

A business Gift being given to you from a business or corporate Gift list on the same basis as other recipients of the sponsor (e.g., Christmas Gifts).

Gifts, Entertainment, Payments & Preferential Treatment

•

Gifts from a donor to celebrate a transaction or event that are given to a wide group of recipients (e.g., closing dinner Gifts ).

•

You reasonably believe that the Entertainment might be excessive, but you feel it is appropriate.

•

A Gift is received from one business relation more than twice in a calendar year.

•

You are entertained on a personal basis by a hosting business relation more than twice in a calendar year. A “personal basis” is one involving a relatively small group of people in contrast with a function or event attended by several unrelated attendees (e.g., a fundraising dinner or a party).

You are advised to seek approval if:

•

You are not sure if the Entertainment is excessive, but you feel it is appropriate.

•

You cannot judge whether a Gift would have a value over $100.

If a Gift is over $100 and is not approved as being otherwise appropriate, you should (i) reject the Gift , (ii) give the Gift to the Administrator of the Code of Ethics who will return it to the person giving the Gift (you may include a cover note), or (iii) if returning the Gift could damage friendly relations between a third-party and the Firm , give it to the Administrator of the Code of Ethics who will donate it to charity.

Gifts And Entertainment Given By Employees

The general guidelines for gifts and entertainment provided by TCW employees are supplemented by special rules for gifts and entertainment related to:

•

State or Local Government Funds or Pension Plans

•

Registered Persons of TFD

Gifts, Entertainment, Payments & Preferential Treatment

•

Unions or Union Officials

•

Foreign Officials

Consult the special guidelines, below, before providing gifts or entertainment for any of these categories.

NOTE THAT GIFTS TO ELECTED POLITICAL OFFICIALS OR CANDIDATES FOR POLITICAL OFFICE ARE COVERED BY A SPECIAL RULE. See the portion of this Code entitled: Political Activities & Contributions, below.

Giving a Gift is acceptable if it is permitted by law, appropriate under the circumstances, consistent with ethical business conduct, not excessive in value and involves no element of concealment. The $100 test for Gifts and Entertainment of Employees, above, applies to giving Gifts . Gifts of cash should not be given.

Giving an individual Gift with a value in excess of $100 to a person who has the ability to invest assets on behalf of a current or potential client (e.g., the chief investment officer or chief financial officer of a pension plan) or who has the ability to influence the selection of a money manager for a current or potential client of the Firm requires preapproval. Follow the approval process noted below.

Entertainment that is reasonable and appropriate for the circumstances is an accepted practice to the extent that it is both necessary and incidental to the performance of the Firm’s business.

Note that for some existing or potential clients, Entertainment or Gifts may have to be disclosed by the Firm, in response to client questionnaires or otherwise, and could reflect unfavorably on the Firm in obtaining business. In some cases, particularly for existing or potential state and local government funds and pension plans, a gift by TCW or its employees can lead to disqualification of TCW from managing assets for that client, loss of management fees or penalties. See the Special Rule for Government Funds and Pension Plans, below. In addition, you must be in a position to report any Gift or Entertainment you provide, if the question arises.

Gifts, Entertainment, Payments & Preferential Treatment

Approvals

Contact the Administrator of the Code of Ethics to coordinate the approval process. Approvals must be obtained prior to the Gift or Entertainment being given. The two approvals consist of:

•

the head of your Department or your supervisor if you are the head of your Department, and

•

any one of the Chief Administrative Officer , Chief Compliance Officer , the Chief Risk Officer or the General Counsel .

You are advised to seek approval if a Gift has a value in excess of $100, but you feel it is appropriate.

Special Rule for Government Funds and Pension Plans

State and local governments increasingly limit or prohibit Gifts and Entertainment from TCW or its representatives to the employees, officers, board members and consultants of their pension and other investing funds. Some prohibit providing any item of value, including any food, whether provided at a TCW facility or event or elsewhere, or transportation to and from airports by cab or private car. Failure to comply with these requirements by TCW or its employees can lead to disqualification of TCW from managing assets for that client, loss of management fees or other penalties.

You must always obtain pre-approval under the procedure set out above of any proposed Gift or Entertainment involving an employee, officer, board member or consultant of an existing or prospective government fund or government pension plan client in the U.S.

Special Rule For Registered Persons Of TFD

FINRA rules prohibit any Registered Persons of TFD from giving anything with a value in excess of $100 per individual per year ( Gifts are aggregated for this calculation) where such payment relates to the business of the recipient’s employer.

Gifts, Entertainment, Payments & Preferential Treatment

Whether a payment relates to the business of the recipient’s employer depends on the capacity of the individual receiving the Gift . Where the individual has the ability to invest assets in securities on behalf of an institution or person, such as the chief investment officer or chief financial officer of a pension plan, the FINRA gifts rule applies. It does not apply to, for example, individual high net worth investors in the TCW Funds because the Gift is not related to the employment of the individual.

Registered Person s are required to maintain a log of Gifts by recipient to ensure compliance with the $100 limit. The log will contain:

•

the name of the recipient,

•

the date(s) of the Gifts (s), and

•

the valuation of the Gifts (s) that is the higher of cost or market value.

Special Rule for Unions and Union Officials

Special reporting rules apply when officers of the Firm furnish gifts or entertainment to labor unions or union officials. These special rules are independent of, and in addition to, any approval procedures otherwise applicable under the Code of Ethics . The Firm is required to file Form LM-10 with the Department of Labor by March 31 following each calendar year to report any gifts and entertainment provided to unions and union officials during that calendar year.

To facilitate compliance with this requirement, the Firm has implemented the following “reporting up” procedure. The Firm has created its own form called the LM Information Report . The Firm ’s officers should record any gifts or entertainment they provide to a union or union official as they occur and complete a separate LM Information Report for each such occurrence. Each LM Information Report must be signed by an officer and include the following:

•

the date of the gift or entertainment,

•

the amount or value of the gift or entertainment,

Gifts, Entertainment, Payments & Preferential Treatment

•

the name, address and position of the person to whom the gift or entertainment was given, and

•

a description of the circumstances of the gift or entertainment.

Officers should prepare the LM Information Report either when the expense of the gift or entertainment is borne by them personally or when it is borne or reimbursed by the Firm . Special situations that the LM Information Report intends to identify include: (i) any arrangement between the Firm and another company to share expenses, (ii) when a gift or entertainment is provided to multiple recipients including unions or union officials (in which case, you will need to determine the cost allocable to the union or union official recipients), and (iii) where the recipient of the gift is a charitable organization associated with or supported by a union or union official. Please complete all items of the LM Information Report that are applicable. This is critical to the Firm being able to accurately complete the Form LM-10, including determining whether any exemptions apply to any of the matters reported on the LM Information Report .

Once completed and signed by an officer, the LM Information Report should be submitted to the Firm’s Controller or the Controller’s designee who will check the form for completeness. The Firm’s Controller or Controller’s designee will also provide a copy to the Administrator of the Code of Ethics .

Special Rule for Foreign Officials

Each director, officer and employee, as well as any agent, representative, business partner, consultant or contractor of the Firm is prohibited from making or offering to make any payment to or for the benefit of any Foreign Official if the purpose of such payment is to improperly influence or induce that Foreign Official to obtain or retain business for the Firm . For additional information regarding restrictions on gifts, entertainment, payments and preferential treatment of Foreign Officials see the Portfolio Management Policy - Foreign Corrupt Practices Act. In addition, foreign government clients may have their own rules about Gifts

Gifts, Entertainment, Payments & Preferential Treatment

and Entertainment. You should follow the same approval process for those as provided above for Gifts and Entertainment for government funds and government pension plans in the U.S.

Other Codes of Ethics

Certain officers of the TCW Funds are subject to the Sarbanes-Oxley Act Code of Ethics as set forth in the Registered Investment Company Policies . To the extent any provisions of the Sarbanes-Oxley Act Code of Ethics and this Code of Ethics conflict, the provisions in the Sarbanes-Oxley Act Code of Ethics will supersede with respect to the officers of the TCW Funds subject to the Sarbanes-Oxley Act Code of Ethics.

Additionally, you should be aware that sometimes a client imposes more stringent codes of ethics than those set forth above. If you are subject to a client’s code of ethics, you should abide by it.

Outside Activities

Outside Employment (Including Consulting)

Each employee is expected to devote his or her full time and ability to the Firm’s interests during regular working hours and during such additional time that may be properly required. The Firm discourages employees from holding outside paid employment, including consulting. If you are considering taking outside employment, you must submit a written request to the Administrator of the Code of Ethics . The request must include the name of the business, type of business, type of work to be performed, and the days and hours that the work will be performed. The Administrator of the Code of Ethics will assist you in obtaining the necessary approvals from both your Department Head and from the Chief Administrative Officer . The approval will be sent to the Human Resources Department with a copy to the Administrator of the Code of Ethics. The Human Resources Department will keep written records of both approvals.

An employee may not engage in outside employment that:

•

interferes, competes, or conflicts with the interests of the Firm ,

•

encroaches on normal working time or otherwise impairs performance,

•

implies Firm sponsorship or support of an outside organization, or

•

adversely reflects directly or indirectly on the Firm .

Corporate policy prohibits outside employment in the securities brokerage industry. Employees must abstain from negotiating, approving, or voting on any transaction between the Firm and any outside organization with which they are affiliated, whether as a representative of the Firm or the outside organization, except in the ordinary course of their providing services for the Firm and on a fully disclosed basis.

Outside Activities

If you have an approved second job, you are not eligible to receive compensation during an absence from work that is the result of an injury on the second job and outside employment will not be considered an excuse for poor job performance, absenteeism, tardiness or refusal to work overtime. Should any of these situations occur, approval may be withdrawn.

Any other outside activity or venture that is not covered by the foregoing, but that may raise questions, should be approved with the Chief Administrative Officer who will provide a record of the approval to the Human Resources Department.

Service as Director

No officer, portfolio manager, investment analyst, or securities trader may serve as a director or in a similar capacity of any non- Firm company or institution, whether or not it is part of your role at the Firm , without prior approval from the Approving Officers . If you receive approval, it will be subject to the implementation of procedures to safeguard against potential conflicts of interest, such as Chinese Wall procedures, placing securities of the company on a restricted list, or recusing yourself if the entity ever considers doing business with the Firm . The Firm may withdraw approval if senior management concludes that withdrawal is in the Firm’s interest.

You do not need approval to serve on the Board of a private family corporation for your family or any charitable, professional, civic, or nonprofit entities that are not clients of the Firm and that have no business relations with the Firm . Also, if you serve in a director capacity that does not require approval, but circumstances later change that would require such approval (e.g., the company enters into business relations with the Firm or becomes a client), you must then get approval. You should complete the Report on Outside Directorships and Officerships and contact the Administrator of the Code of Ethics who will coordinate the necessary approvals. Two approvals are required: (i) first, approval from your Department Head or your supervisor if you are the Department Head and (ii) second, approval from the Approving Officers .

Outside Activities

Fiduciary Appointments

No Firm employee may accept appointments as 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 contacting the Administrator of the Code of Ethics and having the Administrator of the Code of Ethics obtain prior approval from the Approving Officers . This policy does not apply to appointments involving personal estates or service on the Board of a charitable, civic, or nonprofit company where the Access Person does not act as an investment adviser for the entity’s assets. If the Firm grants you approval to act as a fiduciary for an account outside of the Firm , it may determine that the account qualifies as an Outside Fiduciary Account . Securities traded by you as a fiduciary will be subject to the Personal Investment Transactions Policy.

Compensation, Consulting Fees and Honorariums

If you have received proper approval to serve in an outside organization or to engage in other outside employment (including consulting), you may retain all compensation paid for such service unless otherwise provided by the terms of the approval, including honorariums for publications, public speaking appearances, instruction courses at educational institutions, and similar activities. You should report the amount of this compensation, in writing, to the Chief Administrative Officer who will provide a record of the compensation to the Human Resources Department . You may not retain compensation received for services on Boards of Directors or as officers of corporations where you serve in the course of your employment activities with the Firm . You should direct any questions concerning the permissible retention of compensation to the Chief Administrative Officer .

Outside Activities

Participation in Public Affairs

The Firm encourages its employees to support community activities and political processes. Normally, voluntary efforts take place outside of regular business hours. If voluntary efforts require corporate time, or you wish to accept an appointive office, or you run for elective office, you should contact the Administrator of the Code of Ethics who will coordinate the necessary approvals. Two approvals are required: (i) first, approval from the head of your Department or your supervisor if you are head of your Department and (ii) second, approval from the Chief Administrative Officer. You must campaign for an office on your own time, and you may not use Firm property or services for such purposes without proper reimbursement to the Firm .

In all cases, employees participating in political activities do so as individuals and not as representatives of the Firm . To prevent any interpretation of sponsorship or endorsement by the Firm , you should not use either the Firm’s name or its address in material you mail or funds you collect, and the Firm should not be identified in any advertisements or literature, except as necessary biographical information.

Serving As Treasurer of Clubs, Houses of Worship, Lodges

An employee may act as treasurer of clubs, houses of worship, lodges, or similar organizations. However, you should keep funds belonging to such organizations in separate accounts and not commingle them in any way with your personal funds or the Firm’s funds.

Annual Reporting

All officers are required to complete the Report on Outside Directorships and Officerships annually.

Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose limitations, and in some cases restrictions, on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Firm has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy regarding activities and political contributions applies to the Firm and all employees, and in some cases to affiliates, consultants, placement agents and solicitors working for the Firm . Failure to comply with these rules could result in civil or criminal penalties for the Firm and the individuals involved or loss of business for the Firm.

These policies are intended solely to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual’s right to participate in the political process.

Overview

The following summarizes the key elements of the Policy on Political Activities and Contributions. You are responsible for being familiar and complying with the complete policy that follows this summary.

If you have any questions about political contributions or activities, contact the General Counsel .

•

Neither the Firm nor anyone working on behalf of the Firm may solicit or make a political contribution or provide anything else of value for the purpose of assisting the Firm in obtaining or retaining business.

•

Use of the Firm’s facilities for political purposes is only authorized for activities allowed by law and consistent with this policy. For more information, see the Rules for Political Activities on Firm Premises and Using Firm Resources.

Political Activities & Contributions

•

Contributions by the Firm - Federal law prohibits political contributions by the Firm (or in TCW’s name) in support of candidates for federal office. While some states do allow such contributions, legal restrictions on corporate donations to state and local candidates apply, so any Firm contributions must be approved, in writing, by the General Counsel who will maintain a copy.

•

Contributions by Employees - Federal law limits contributions to and activities by certain TCW employees on behalf of current holders or candidates for state or local government elected offices that can directly or indirectly influence the selection or retention of TCW’s services or a decision to invest in a TCW fund. In addition, state and local laws increasingly provide other limitations or prohibitions on such contributions by TCW employees. See “ Rules for Individuals”, below, for information about employees covered by these limitations and the special approvals and procedures that apply.

•

Support of Candidates, Initiatives, and Special Purpose Organizations Hostile to Defined Benefit Plans - The Firm considers the support of candidates, initiatives, or special purpose political action organizations that threaten or otherwise jeopardize the future of employer-sponsored or union-sponsored defined benefit plans that are intended to provide security to their members often to be against the interest of our client base. As such,

•

the Firm will not sponsor or contribute to such candidates, initiatives or special purpose political action organizations, and

•

employees of the Firm are urged to not sponsor or contribute to such candidates, initiatives, or special purpose political action organizations.

•

Use of the Firm’s name (even in biographical or professional descriptors) is prohibited in connection with explicit political activities of individuals unless required by law or permission has been granted by the General Counsel .

Political Activities & Contributions

•

Political contributions to U.S. candidates by persons who are not U.S. citizens or permanent resident aliens (“foreign nationals”) or by foreign businesses are prohibited by law.

•

Each individual is responsible for remaining within federal, state, and local contribution limits on political contributions and adhering to applicable contribution reporting requirements.

•

Use of the Firm’s address on political contributions should be avoided unless required by law.

•

There are additional limits for residents of New Jersey and persons who negotiate contracts with State of Connecticut officials that are discussed under the “Rules for Individuals” section below.

Policy on Political Activities and Contributions

General Rules

POLITICAL CONTRIBUTIONS TO OBTAIN OR RETAIN BUSINESS

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the Firm in obtaining or retaining business.

SOLICITATIONS OF TCW EMPLOYEES ON BEHALF OF FEDERAL, STATE, OR LOCAL CANDIDATES OR COMMITTEES

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual’s right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

CONTRIBUTIONS AND SOLICITATIONS

Solicitations/invitations of Firm personnel

All employees must comply with the following procedure when soliciting political contributions to candidates, party committees or political committees. Solicitations or invitations to fundraisers must:

•

originate from the individual’s home address,

Political Activities & Contributions

•

make clear that the solicitation is not sponsored by the Firm , and

•

make clear that the contribution is voluntary on the part of the person being solicited.

General Prohibitions

All employees are prohibited from:

•

making political solicitations under the auspices of the Firm , unless authorized in writing by the General Counsel who will maintain a copy. Use of Firm letterhead is prohibited,

•

causing the Firm to incur additional expenses by using its resources for political solicitations, such as postage,

•

reimbursing others for political contributions,

•

using the Firm’s name (even in biographical or professional descriptors) in connection with explicit political activities of individuals unless required by law or permission has been granted by the General Counsel, and

•

doing indirectly or through another person anything prohibited by these policies and procedures.

POLITICAL CONTRIBUTIONS AND ACTIVITIES BY FOREIGN NATIONALS

Foreign nationals and non-permanent resident aliens are prohibited by law from:

•

making contributions, donations, expenditures, or disbursements (either directly or indirectly) in connection with any federal, state, or local elections,

•

contributing or donating to federal, state or local political party committees, and

•

making disbursements for federal, state, or local electioneering communications.

Political Activities & Contributions

Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals and political committees. Knowing and remaining within those limits are your responsibility. In some jurisdictions, contribution limits apply to the aggregate of all of your contributions within the jurisdiction.

Covered Associates

Federal law substantially limits the political contributions and political activities of certain TCW and Buchanan Street officers involving state or local government offices or officials. Officers designated by TCW as Covered Associates are subject to these special restrictions and requirements. Compliance will maintain the list of Covered Associates and notify each employee at the time that they are added to the list.

Pre-Approval of all Political Contributions and Volunteer Activity

All TCW and Buchanan Street employees, and each of their spouse, domestic partner and relative or significant other sharing the same house, must obtain approval before :

•

making any Contribution to a current holder or candidate for a state, local or federal elected office , or a campaign committee, political party committee, other political committee or organization (example: Republican or Democratic Governors Association) or inaugural committee. A Contribution includes any gift, subscription, loan, advance or deposit of money or anything of value for: (i) the purpose of influencing any election for federal, state or local office; or (ii) the payment of any debt incurred in connection with such election; or (iii) transition or inaugural expenses incurred by the successful candidate for state or local office. A Contribution includes payment for services or use of facilities, personnel or other resources.

Political Activities & Contributions

•

volunteering their services to a political campaign, political party committee, political action committee (“ PAC ”) or political organization. Contact the Administrator of the Code of Ethics to request prior review of any proposed volunteer activity.

Contact the Administrator of the Code of Ethics to request prior review of any proposed Contribution . REQUESTS WITH SHORT DEADLINES OR INADEQUATE INFORMATION WILL BE HARD TO ACCOMMODATE.

Quarterly Reporting

Covered Associates are required to report after the end of each calendar quarter all political contributions and volunteer services they, and each of their spouse, domestic partner and relative or significant other sharing the same house, have provided during the quarter, including contributions and volunteer services for which they have received prior approval. Compliance will solicit the report from the affected employees after the end of each calendar quarter starting with the quarter ending June 30, 2011.

New Hires, Transfers and Promotions to Covered Associate Position

New hires, transfers and promotions to positions that will be Covered Associates may not be made without the prior approval of Compliance . Human Resources will gather information on any new hire or on any employee who is not already listed as a Covered Associate to determine if the person is eligible for the position. The information shall include information on the new hire or employee’s spouses, domestic partners and relatives or significant others sharing the same house.

Political Activities & Contributions

Confidentiality

Requests for approval and quarterly reports by Covered Associates and Restricted Person shall be treated as confidential and to be reviewed only by persons with a “need to know”, regulators and as otherwise required by law.

SPECIAL RULE FOR CONNECTICUT

Directors, officers, and those managerial or discretionary employees of the Firm who have direct, extensive, and substantive responsibilities with respect to the negotiation of contracts with the State of Connecticut or an agency thereof may not make political contributions to or solicitations for:

•

candidates for the offices of Governor, Lieutenant Governor, Attorney General, State Controller, Secretary of State, State Treasurer, State Senator, State Representative, or any exploratory committee for candidates for these offices, and

•

any state party or committee (e.g. Democratic or Republican State Committees); contributions or solicitations for local offices or local subdivisions are not covered by this prohibition.

For purposes for the Connecticut prohibitions, “solicitations” means requesting contributions, participating in fundraising, serving as a chair of a committee, or serving on a fund raising committee.

SPECIAL RULE FOR NEW JERSEY

Officers of the Firm (and third-party solicitors) may not:

•

make political contributions to New Jersey state or local officials, employees, or candidates for office, or

•

engage in any payment to a political party in New Jersey.

The New Jersey restrictions apply to New Jersey state and local elections, New Jersey state and local officeholders (and candidates for office), and political parties and

Political Activities & Contributions

committees of any kind and at any level in New Jersey. They do not apply with regard to candidates for federal office.

These rules prohibit (i) making or soliciting any monetary or “in-kind” contributions, (ii) funding, coordinating or reimbursing a contribution by someone else, (iii) participating in fundraising activity, and (iv) engaging in any other activity that is designed indirectly (including through the employee’s spouse or other family members) to accomplish otherwise prohibited political activity. Officers may not instruct, direct, or influence non-officers to participate in these activities on their behalf.

The only exceptions are that employees may make contributions to:

•

New Jersey state and local officials (and candidates for office), for whom such TCW employees are eligible to vote, in an amount not to exceed $250 per New Jersey official per election, or

•

New Jersey political parties in an amount not to exceed $250 per party per year.

If you feel you fall outside the ambit of the law and would like an exemption, you may seek an exemption from the Chief Administrative Officer or the General Counsel . Exemption requests should be in writing and should detail the reasons for the exemption. The Chief Administrative Officer and General Counsel should forward the written request and written exemption to the Administrator of the Code of Ethics .

Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

•

causing TCW to incur additional expenses by using Firm resources for political activities, including expenditures such as the use of photocopier paper for political flyers, or Firm -provided refreshments at a political event. (some exceptions to this ban may apply; see On Premises Activities Relating to Federal Elections below), and

Political Activities & Contributions

•

directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities. Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without the risk of retaliation or any adverse job action.

On Premises Activities Relating To Federal Elections

Federal law and Firm policy allow individuals to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate. Such activities are permitted if and only if:

•

the individuals obtain approval before the activities occur on company premises. Contact the Administrator of the Code of Ethics to request prior review of any such activities.

•

the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

•

the activities do not prevent the individual from completing normal work and do not interfere with the Firm’s normal activity,

•

the activities do not raise the overhead of the Firm (e.g., using firm facilities that result in long distance phone charges, facsimile charges, postage or delivery charges, etc.), and

•

the activities do not involve services performed by other employees (secretaries, assistants, or other subordinates) unless the other employees are voluntarily engaging in the political activities in question.

Political Activities & Contributions

On Premises Activities Relating To State and Local Elections

The laws and limitations on corporate political contributions and activities vary significantly from state to state. Follow the guidelines and policies set forth above for activities related to federal elections.

Rules for TCW

Federal Elections

The Firm is prohibited from:

•

making or facilitating contributions to federal candidates from corporate treasury funds,

•

making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

•

using corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

•

making partisan communications to its “rank and file” employees or to the public at large.

Contributions to State and Local Candidates and Committees

The laws and limitations on corporate political contributions and activities vary significantly from state to state. All Firm employees must obtain pre-clearance from the General Counsel prior to:

•

using the Firm’s funds for any political contributions to state or local candidates, or

•

making any political contribution in the Firm’s name.

Other Employee Conduct

Personal Financial Responsibility

Properly managing your personal finances is important, particularly in matters of credit. Imprudent personal financial management may affect job performance and lead to more serious consequences for employees in positions of trust.

Personal Loans

You are not permitted to borrow from clients or from providers of goods or services with whom the Firm deals, except those who engage in lending in the usual course of their 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.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the Firm . Whenever the Firm has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the Firm and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

•

selling information to which an employee has access because of his/her position,

•

acquiring any real or personal property interest or right when the Firm is known to be interested in the property in question,

•

receiving a commission or fee on a transaction that would otherwise accrue to the Firm , and

•

diverting business or personnel from the Firm .

Other Employee Conduct

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether the transaction is on behalf of a client or on behalf of the Firm ), that interest must be disclosed, in writing, to the General Counsel and the Chief Compliance Officer . Disclosure will allow assessment of potential conflicts of interest and how they should be addressed. You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy. For example, conducting business with a vendor or service provider who is related to you or your family, or with a vendor or service provider for which a parent, spouse, or child is an officer should be disclosed.

Corporate Property or Services

Employees are not permitted to act as principal for either themselves or their immediate families in the supply of goods, properties, or services to the Firm , unless approved, in writing, by the Chief Administrative Officer . Any such approval is to be sent to the Administrator of the Code of Ethics . Purchase or acceptance of corporate property or use of the services of other employees for personal purposes also is prohibited. This includes the use of inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for personal legal advice at the Firm’s expense.

Use of TCW Stationery

Using official corporate stationery for either personal correspondence or other non-job-related purposes is inappropriate.

Giving Advice to Clients

The Firm cannot practice law or provide legal advice. You should avoid statements that might be interpreted as legal advice. You should refer questions in this area to

Other Employee Conduct

the General Counsel. You also should avoid 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.

Confidentiality

All information relating to past, current, and prospective clients is highly confidential and is not to be discussed with anyone outside the organization under any circumstance. One of the most sensitive and difficult areas in the Firm’s daily business activities involves information regarding investment plans or programs and possible or actual securities transactions by the Firm . Consequently, all employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer .

Sanctions

Upon discovering a violation of this Code of Ethics , the Firm may impose such sanctions it deems appropriate, including, but not limited to, a reprimand (orally or in writing), supplemental training, a reversal of any improper transaction and disgorgement of the profits from the transaction, demotion, and suspension or termination of employment.

Reporting Illegal or Suspicious Activity –

“Whistleblower Policy”

Reporting Illegal or Suspicious Activity – “Whistleblower Policy”

Policy

The Firm is committed to high ethical standards and compliance with the law in all of its operations. 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 fear of reprisal.

The Firm’s practice is that all employees report illegal activity or activities that are not in compliance with the Firm’s formal written policies and procedures, including our Code of Ethics , to assist the Firm in detecting and putting an end to fraud and unlawful conduct. To that end, the Whistleblower procedures below have been adopted. Consistent with the policies of Société Générale, the reports under the Whistleblower procedures will not be anonymous, but these reports by a reporting employee will be held confidentially by the Firm except in extraordinary and limited circumstances.

The Firm expects the exercise of 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.

Procedure

In most cases, an employee should be able to resolve issues or concerns with his or her manager or, if appropriate, other line management senior to their manager. However, instances may occur when this recourse fails or you have legitimate reasons to choose not to notify management. Examples include, but are not limited to, circumstances in which the report involves your manager or the manager fails to respond. In such cases,

Reporting Illegal or Suspicious Activity –

“Whistleblower Policy”

the Firm has established a system for employees to report illegal activities or non-compliance with the Firm’s formal written policies and procedures.

An employee who has a 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, or e-mail. The employee making the report must identify himself or herself. The employee also should clearly identify that the report is being made pursuant to this Reporting of Illegal or Suspicious Activity Policy and in a context commensurate with the fact that the Reporting of Illegal or Suspicious Activity Policy is being invoked (e.g., not in a casual conversation in a lunch room). 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 Secretary General of Société Générale Group (e-mail: alert.alert@socgen.com, as a last resort, particularly if the cause of the initial report persists.

The Chief Compliance Officer and General Counsel 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

Reporting Illegal or Suspicious Activity –

“Whistleblower Policy”

law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation determined by the Chief Compliance Officer or the 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, and 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 TCW’s Board of Directors concerning the findings of any investigation they determine involved a significant non-compliance issue.

If an employee elects not to report suspected unlawful activity to the Firm , the employee may contact the California Office of the Attorney General’s whistleblower hotline at (800) 952-5225. The Attorney General shall refer calls received on its whistleblower hotline to the appropriate governmental authority for review and possible investigation.

Note that submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

Annual Compliance Certification

The Firm will require all Access Persons and Firm directors to certify annually that (i) they have read and understand the terms of this Code of Ethics and recognize the responsibilities and obligations incurred by their being subject to this Code of Ethics , and (ii) they are in compliance with the requirements of this Code of Ethics , including, but not limited to, the personal investment transactions policies contained in this Code of Ethics .

Glossary


A

Access Persons - Includes all of the Firm’s directors, officers, and employees, except directors who (i) do not devote substantially all working time to the activities of the Firm , and (ii) do not have access to information about the day-to-day investment activities of the Firm . A consultant, temporary employee, or other person may be considered an Access Person depending on various factors, including length of service, nature of duties, and access to Firm information.

Account - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT , and CBO / CDO / CLO ).

Approving Officers - One of the Chief Administrative Officer or the Chief Risk Officer and one of the General Counsel or the Chief Compliance Officer .

Auto-Trades - Pre-instructed transactions that occur automatically following the instruction, such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs.


B

BNY Mellon - The Bank of New York Mellon, the entity to which the Firm has outsourced client accounting and related operations for Accounts other than the Firm’s proprietary mutual funds and wrap accounts.


C

CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

Chinese Walls or Informational Barriers - The conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

Glossary

CLO - Collateralized loan obligation.

Code of Ethics - This Code of Ethics.

Covered Associates – Officers designated by TCW. The Compliance Department maintains the list of Covered Associates .


D

De Minimis Transaction - An equity market trade in the market for 200 shares or less per trade or a bond market trade in the market for $25,000 market value or less.


E

Entertainment - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.

ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

Exchange Act - Securities Exchange Act of 1934, as amended.

Exempt Securities - Only the Securities (or Securities obtained in transactions) described in the subsection Securities or Transactions Exempt from Personal Investment Transactions Policy.


F

FINRA - Financial Industry Regulatory Authority, created through the consolidation of NASD and the member regulation, enforcement, and arbitration functions of the NYSE.

Firm or TCW - The TCW Group of companies.

Glossary

Foreign Official - Includes (i) government officials, (ii) political party leaders, (iii) candidates for office, (iv) employees of state-owned enterprises (such as state-owned banks or pension plans), and (v) relatives or agents of a Foreign Official 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 .


G

Gift - Anything of value received without paying its reasonable fair value (e.g., favors, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If something falls within the definition of Entertainment , it does not fall within the category of Gifts .


I

IPO - Initial public offering. An offering of securities registered under the Securities Act , the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act .

Inside information - Material, non-public information.

Investment Personnel - Includes (i) any portfolio manager or securities analyst or securities trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager’s decision, and (ii) a member of the Investment Control Department.

IRA - Individual Retirement Account.


L

Limited Offering - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .

Glossary

LM Information Report - Report required for reporting gifts or entertainment to labor unions or union officials.


M

Material Information - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company’s securities.

MetWest - Metropolitan West Asset Management, LLC, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.


N

Non-Discretionary Accounts - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.


O

Outside Fiduciary Accounts - Certain fiduciary accounts outside of the Firm for which an individual has received the Firm’s approval to act as fiduciary and that the Firm has determined qualify to be treated as Outside Fiduciary Accounts under this Code of Ethics .


P

PTAF - Personal Transaction Authorization Form that can be found at http://tcw.starcompliance.com .

Private Placements - An offering that is exempt from registration under the Securities Act pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the Securities Act . Note that a CBO or CDO is considered a Limited Offering or Private Placement .


R

REIT - Real estate investment trust.

Glossary

Registered Person - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD .

Restricted Securities List - A list of the securities for which the Firm is generally limited firm-wide from engaging in transactions.

Roundtrip Trade - Any purchase followed by a redemption in any single TCW Fund .


S

SEC - Securities and Exchange Commission.

Securities - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFs , shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, a derivative linked to a specific security or other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.

Securities Act - Securities Act of 1933, as amended.


T

TAMCO - TCW Asset Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW or Firm - The TCW Group of companies.

TCW 401(k) Plan - TCW Profit Sharing and Savings Plan.

TCW Account - Includes (i) an account maintained at the Firm through the Private Client Services Department, or (ii) an account maintained directly with the TCW Funds ’ transfer agent, and (iii) in the case of an IRA , through an IRA established through the Private Client Services Department where BNY Mellon is the custodian.

TCW Advisor - Includes TAMCO , TIMCO , MetWest, WGA and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TFD - TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer.

Glossary

TCW Funds - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO or the Metropolitan West Funds, each of its series, and any proprietary, registered, open-end investment companies (mutual funds) advised by Metropolitan West Asset Management, LLC.

TIMCO - TCW Investment Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TSI - TCW Strategic Income Fund, Inc., and any other proprietary, registered, closed-end investment companies advised by TIMCO .


W

WGA - Westgate Advisors, LLC, a U.S.-registered investment advisor controlled by The TCW Group, Inc.

Endnotes

The outside directors of The TCW Group, Inc. are not deemed to be Access Persons because they (i) are not a “Supervised Person” as defined in Section 202(a)(25) of the Investment Advisers Act of 1940, (ii) do not have access to non-public information regarding any client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, and (iii) are not involved in making securities recommendations to clients, or who have access to such recommendations that are non-public.

W ASATCH A DVISORS , I NC .

W ASATCH F UNDS T RUST

CODE OF ETHICS

I.	BACKGROUND

This Code of Ethics (the “Code”) has been adopted by Wasatch Advisors, Inc. (“Wasatch” or the “Advisor”) and Wasatch Funds Trust (the “Funds”) to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

II.

STANDARDS OF CONDUCT AND COMPLIANCE WITH LAWS

As a fiduciary to our clients, Wasatch Advisors strives to act in the best interest of our clients and Fund shareholders and to place their interests ahead of our own. We believe over the long run Wasatch’s interests will be best served by this philosophy. This Code of Ethics is based on concepts of fiduciary duty, securities laws, and internal policies adopted by Wasatch. It is intended to promote the highest standards of ethical and professional conduct. In addition to the specific requirements of the Code, Wasatch’s supervised persons ¹ are required to comply with all applicable federal securities laws. Such laws include laws regulating privacy, anti-money laundering, insider trading, offerings and sales of securities, and fraud. If you have a question regarding such laws, please consult with the Compliance department.

Section IV of the Code deals with personal securities trading by Wasatch’s supervised persons. The general fiduciary principles that govern personal investment activities are: (1) the duty at all times to place the interests of clients/shareholders first; (2) the requirement that all personal securities transactions be conducted 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 a supervised person’s position of trust and responsibility; and (3) the principle that the Advisor’s personnel should not take inappropriate advantage of their positions.

Wasatch recognizes that independence in the investment decision-making process is vital. Causing a portfolio to take action or to fail to take action for the purpose of achieving a personal benefit rather than to benefit the portfolio is a violation of this Code. Research personnel have an affirmative duty to bring suitable securities to the attention of those making investment decisions. Consequently, the failure to recommend or buy a suitable security for a client or Fund in order to avoid the appearance of conflict from a personal transaction in that security will be considered a violation.

This Code of Ethics is not intended to deal with every possible situation supervised persons may encounter. If a situation arises that is not covered in the Code, or if a supervised person is uncertain about any aspect of the Code, he/she is asked to consult with the Compliance department.

¹	Wasatch’s supervised persons are our officers, directors and employees, as well as any other persons who provide advice on behalf of Wasatch and are subject to Wasatch’s supervision and control.

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III.

PROTECTION OF MATERIAL NONPUBLIC INFORMATION

Wasatch has adopted an Insider Trading Policy pursuant to Section 204A of the Advisers Act. Section 204A requires that investment advisers establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of the adviser’s business, to prevent the misuse of material, non-public information (“inside information”) by the adviser or any person associated with the adviser.

Key components of Wasatch’s Insider Trading Policy include:

training supervised persons to be sensitive to what constitutes inside information and to avoid unintentionally being a recipient of inside information;

in the event a supervised person believes he/she may have received inside information, assisting him/her in determining whether the information is in fact inside information and if so, taking the necessary steps to prohibit the use of the inside information including, but not limited to, implementing an information barrier or restricting trading in the security and placing the security on the Restricted Securities List;

monitoring trading in client accounts and personal trading by supervised persons; and

imposing sanctions on any violators of the policy.

Wasatch recognizes that information about our securities recommendations and client securities holdings and transactions may constitute material nonpublic information. In view of Wasatch’s desire to protect separate account clients and mutual fund shareholders, as well as safeguard our investment research and performance, Wasatch has adopted a policy and procedures to govern the release of information about portfolio holdings.

IV.

PERSONAL SECURITIES TRADING

The Code of Ethics requires Wasatch’s Access Persons to conduct any personal securities trading activities in compliance with the provisions of the Code and to periodically report their personal securities transactions and holdings to Wasatch’s Compliance department, which is required to review those reports.

Access Persons must submit holdings and transaction reports for Reportable Securities in which the Access Person has, or acquires, any direct or indirect Beneficial Ownership .

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Definitions

Access Person means any of Wasatch’s supervised persons:

who has access to nonpublic information regarding any client’s or Fund’s purchase or sale of securities ² or nonpublic information regarding the portfolio holdings of any client or Fund, or

who is involved in making securities recommendations to clients or Funds, or who has access to such recommendations that are nonpublic.

Wasatch considers our directors, officers and employees, as well as interns and independent contractors providing research services to Wasatch, to be Access Persons of the Advisor and the Funds. ³

In addition, all of the Funds’ directors and officers are presumed to be Access Persons of the Funds. (However, see C.3 of this section, Exceptions from Reporting Requirements, for a discussion of the reporting requirements for a director of the Funds who is not an “interested person” of the Funds.)

Reportable Security means any stock, bond, future, investment contract or any other instrument that is considered a “security” as defined in section 202(a)(18) of the Advisers Act or section 2(a)(36) of the Investment Company Act. The term “reportable security” is very broad and includes items one might not ordinarily think of as a “security.” The list of such items includes, but is not limited to:

options on securities, indexes and currencies;

closed-end and exchange-traded funds;

unit investment trusts;

interests in private and public corporations;

foreign unit trusts and foreign mutual funds; and

private investment funds, hedge funds, and investment clubs.

Reportable securities do not include:

direct obligations of the Government of the United States;

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

shares issued by open-end mutual funds (including money market funds) except that shares of Wasatch Funds are reportable securities .

Beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 in determining whether a person has beneficial ownership of a security for purposes of Section 16 of that Act. A beneficial owner is defined as any person who, directly or indirectly, through any contract, arrangement,

²	Purchase or sale of a security includes, among other things, the writing of an option to purchase or sell a security.

³	This means that supervised persons who would be considered to be Advisory Persons as defined in Rule 17j-1 of the Investment Company Act are Access Persons.

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understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. A person is presumed to have an indirect pecuniary interest in securities held by members of a person’s immediate family (including any relative by blood or marriage) sharing the same household. Any required report may contain a disclaimer of beneficial ownership by the person making the report.

Personal Trading Procedures

1. Pre-clearance – Access Persons, with the exception of the Funds’ independent directors, are required to obtain written pre-clearance from Wasatch’s Approval Committee ⁴ for each personal transaction in Reportable Securities, unless such a transaction is specifically exempted from pre-clearance in Section 2 below. Requests for pre-clearance should be e-mailed to “approval.”

(a)

Micro and Small-Cap Stocks . Approval generally will not be given for the purchase or sale of any security (including but not limited to common stock, options and debt) of any issuer with a market capitalization at the time of the request below $5 Billion whose securities are owned or being considered for purchase in any account managed by the Advisor (collectively termed “Small-Cap stocks”). In the rare instances where pre-clearance may be given for a Small-Cap stock, the Committee may consider such factors as the number of shares and dollar value of the transaction, the trading volume of the security in question, the recent and anticipated trading activity in the security by clients/Funds, the length of time the individual has held or expects to hold the security, and the individual’s motive for purchasing or selling the security. Pre-clearance in Small-Cap stocks will generally last for five trading days if the security is not owned by Wasatch clients/Funds, but will generally be for one trading day if the security is owned by Wasatch clients/Funds. Access Persons will be denied pre-clearance for a transaction when a Wasatch client/Fund has a pending buy or sell order in that same security until that order is executed or withdrawn.

(b)

Mid and Large-Cap Stocks . Approval generally will be given for the purchase or sale of any security of any issuer with a market capitalization at the time of the request above $5 Billion (collectively termed “Large-Cap stocks”). Pre-clearance in Large Cap stocks will generally last for five trading days if the security is not owned by Wasatch clients/Funds, but will generally be for one trading day if the security is owned by Wasatch clients/Funds. Access Persons will be denied pre-clearance for a transaction when a Wasatch client/Fund has a pending buy or sell order in that same security until that order is executed or withdrawn.

⁴	The “Approval Committee” is comprised of the portfolio managers of the Advisor; e-mails directed to the Approval Committee are copied to the Advisor’s Compliance department.

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(c)

Private Stocks/Limited Offerings ⁵ . Due to the unique nature of private securities and limited offerings, the Approval Committee will seek approval from the members of the Research department responsible for reviewing private securities for Wasatch accounts and funds before granting pre-clearance approval for a private transaction. When considering granting pre-clearance for an acquisition by an Access Person of securities in a limited offering or private placement, the Approval Committee will take into account, among other factors, whether the investment opportunity should be reserved for clients/Funds and whether the opportunity is being offered to an individual by virtue of his position with the Advisor/Fund. Access Persons who have been pre-cleared to acquire securities in a limited offering or private placement are required to disclose that investment when they play a part in any subsequent consideration of clients’/Funds’ investment in the issuer. In such circumstances, the decision to purchase securities of the issuer should be subject to an independent review by research personnel with no personal interest in the issuer. In each instance, the Advisor’s Compliance department shall maintain documentation as to the reason why the Approval Committee approved an Access Person’s investment in a limited offering or private placement. Access Persons may receive pre-clearance to commit to acquire securities in a limited offering and will not be required to receive additional pre-clearance at the time when those investment commitments are “called” by the private company.

2. Exceptions from Pre-clearance Requirements

Note: The following are exceptions from pre-clearance requirements ONLY; see Section C for reporting requirements and exceptions from reporting requirements.

With respect to the Reportable Securities listed in item 1 above that require pre-clearance, Access Persons are not required to pre-clear:

(a)

purchases or sales of securities in accounts over which the Access Person has no direct or indirect influence or control;

(b)

purchases or sales of securities pursuant to an automatic investment plan ⁶ ;

(c)

transactions in Wasatch Funds;

(d)

transactions in foreign government securities in the developed countries listed in the Funds’ prospectus and Statement of Additional Information (“SAI”);

(e)

transactions in futures and options on currencies or on a broad-based securities index;

(f)

transactions in an exchange-traded fund;

⁵	Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to various sections.

⁶	An automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

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(g)

transactions in closed-end funds;

(h)

transactions in municipal bonds;

(i)

transactions in non-U.S. open-end funds;

(j)

purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired;

(k)

acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; and

(l)

other non-volitional events, such as assignment of options or exercise of an option at expiration.

With respect to accounts over which an Access Person has no direct or indirect influence or control, the Access Person will be required to:

(a)

provide appropriate account documentation, for example, the investment management agreement, to the Compliance department for review;

(b)

certify in writing that neither he/she nor any member of his/her immediate household has direct or indirect influence or control over the account; and

(c)

if the Access Person is a member of the Research department, certify in writing that he/she will not recommend or fail to recommend trades for Wasatch clients/Funds in order to benefit personally.

3. Restrictions

(a)

Initial Public Offerings – Access Persons are prohibited from acquiring any securities in an initial public offering (“IPO”) in order to preclude any possibility of their profiting improperly from their positions on behalf of the Advisor or the Funds.

(b)

Short-term Trading Profits – Wasatch discourages Access Persons from profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) securities, including Wasatch Funds, within a two-month period. Access Persons will be assessed redemption fees on sales of shares of Wasatch Funds held two months or less. Wasatch’s Compliance department monitors trading in Wasatch Funds to detect possible instances of frequent trading or market timing by Access Persons. If any potential abuses are identified, Wasatch may adopt a ban on short-term trading and require disgorgement of profits realized on short-term trades.

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4. Duplicate Confirms/Statements – The Compliance department may request duplicate copies of trade confirmations and periodic account statements for Access Persons from brokers.

Reporting Requirements

Initial and Annual Holdings Reports

(a)

Content of holdings reports

Access Persons are required to submit to the Compliance department a report of the Access Person’s current securities holdings that contains, at a minimum:

(i)

the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the Access Person has any direct or indirect beneficial ownership;

(ii)

the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities, including both reportable or non-reportable securities, are held for the Access Person’s direct or indirect benefit; and

(iii)

the date the Access Person submits the report.

(b)

Timing of holdings reports

Access Persons are required to submit a holdings report:

(i)

no later than 10 days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person; and

(ii)

no less frequently than annually and the information must be current as of a date no more than 45 days prior to the date the report was submitted.

Quarterly Transaction Reports

(a)

Content of transaction reports

Access Persons are required to submit quarterly transaction reports to the Compliance department. With respect to any transaction during the quarter involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership, the report must contain, at a minimum, the following information:

(i)

the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

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(ii)

the nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition including donation or transfer);

(iii)

the price of the security at which the transaction was effected;

(iv)

the name of the broker, dealer or bank with or through which the transaction was effected;

(v)

a pre-clearance memo for each transaction indicating approval by the Advisor’s Approval Committee; and

(vi)

the date the Access Person submits the report.

With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(i)

the name of the broker, dealer or bank with whom the Access Person established the account;

(ii)

the date the account was established; and

(iii)

the date that the report is submitted by the Access Person.

(b)

Timing of transaction reports

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

Exceptions from Reporting Requirements

Access Persons are not required to:

(a)

submit any report with respect to transactions effected for and securities held in accounts over which the Access Person had no direct or indirect influence or control;

(b)

list any transactions on a quarterly transaction report effected pursuant to an Automatic Investment Plan;

(c)

list any transactions on a quarterly transaction report effected in Wasatch’s employee retirement plan since the Compliance department receives a report of all such transactions no later than 30 days after the end of the applicable calendar quarter;

(d)

list any transactions on a quarterly transaction report that would duplicate information contained in broker trade confirmations or account statements that Wasatch holds in our records so long as the Access Person has confirmed that Wasatch has received the confirmations or statements no later than 30 days after the end of the applicable calendar quarter; or

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(e)

list any transactions on a quarterly transaction report in Wasatch Funds’ accounts held at UMB Fund Services (the Funds’ transfer agent) and disclosed on the Access Person’s most recent Holdings Report or quarterly transaction reports submitted since the last Holdings Report, since this information is contained in the records of the Funds and provided to the Compliance department no later than 30 days after the end of the applicable calendar quarter.

Notwithstanding the reporting provisions of items 1 and 2 above, a director of the Funds who is not an “interested person” of the Funds within the meaning of section 2(a)(19) of the Investment Company Act, and who would be required to make a report solely by reason of being a Fund director, need not:

(a)

make an initial holdings report and an annual holdings report; and

(b)

on his/her quarterly transaction report, list transactions in Reportable Securities unless the director knew or, in the ordinary course of fulfilling his/her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Reportable Security, the Fund purchased or sold the Reportable Security, or the Fund or its investment adviser considered purchasing or selling the Reportable Security.

Monitoring

All personal securities holdings and transaction reports are required to be filed with and reviewed by Wasatch’s Compliance department. Review of the reports includes an assessment of whether the Access Person followed all required internal procedures, such as pre-clearance, a comparison of the personal trading to any restricted lists, and an analysis of the Access Person’s trading for patterns that may indicate abuse, including market timing.

All reports shall be kept confidential except as disclosure thereof to the Advisor’s or Fund’s Board of Directors, regulators or other appropriate persons may be reasonable and necessary to accomplish the purposes of this Code.

V.	GIFTS AND ENTERTAINMENT

Policy Statement

It is considered unethical conduct for a supervised person to accept, or for any supervised person to give to a Wasatch client or potential client, anything of material value outside the guidelines identified within this policy and its procedures. Supervised persons who maintain licenses with a broker-dealer (for example, Wasatch Funds’ distributor) are also responsible to the broker-dealer’s policy and procedures regarding gifts and entertainment.

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Procedures

Supervised persons are generally prohibited from giving gifts to Wasatch clients or potential clients, or receiving gifts from contacts obtained through their employment, except as provided below:

Small Gifts Under $100 and Promotional Items of Nominal Value

(a)

Supervised persons may give and receive small gifts that do not exceed $100 per person annually, including holiday gifts .

(b)

A gift sent to be shared by a department could exceed $100 as long as it does not exceed $100 per person.

(c)

This rule does not apply to promotional items of nominal value that display a Wasatch logo. “Nominal value” should be less than $50.

Personal Gifts

(a)

Personal gifts given or received by individual Wasatch employees, such as wedding or congratulatory gifts, are not covered by these rules.

Customary Entertainment Meeting Certain Conditions

(a)

A supervised person may treat a client to an occasional meal, a ticket to a sporting event or the theatre, or comparable entertainment, which is not so frequent as to raise any question of impropriety, if the supervised person will be in attendance . These occasional gifts given when a supervised person is in attendance will not count toward the $100 per person annual limit described above.

(b)

If the supervised person does not attend the event with the client, it will be considered a gift subject to the $100 limit

Client Training Conferences Meeting Certain Conditions

(a)

If Wasatch holds meetings for the purpose of client training, Wasatch may pay or reimburse expenses incurred in connection with the meetings provided the following conditions are met:

(i)

the meeting must be for a legitimate business purpose which should be reflected in a written agenda;

(ii)

the location of the meeting must be appropriate to the purpose of the meeting;

(iii)

the expenses of a spouse/guest may not be paid or reimbursed;

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(iv)

the payment or reimbursement may not be preconditioned by Wasatch on the achievement of a sales target or other non-cash compensation;

(v)

meeting attendees, including NASD registered representatives, are responsible for ensuring that their participation is in compliance with their respective firm’s guidelines; and

(vi)

the record keeping requirements must be satisfied.

(b)

Training conferences may not include golf, skiing, snowmobiling or other entertainment unless the participants pay for these activities themselves.

(c)

The entertainment exception cannot be combined with the training conference exception.

The Solicitation of a Gift is Prohibited

No supervised person may request a gift of any value from a contact obtained through their employment.

Gift Receiving

No supervised person may receive any gift, service, or other thing of value in excess of $100 per year from any single person or entity that does or seeks to do business with or on behalf of Wasatch or the Funds. This rule does not apply to promotional items of nominal value that display the entity giving the gift’s logo. “Nominal value” should be less than $50.

Pre-Approval and Reporting

Disclosure Form

(a)

All supervised persons must report all items or events that qualify as gifts, per the abovementioned guidelines, to the Compliance department. The supervised person must include a description of the gift given or received, the name of the person receiving or giving the gift and the estimated value of the gift

(b)

The Compliance department shall maintain records of all gifts submitted.

(c)

Any questionable expenses shall be brought to the attention of the Audit Committee.

Training and Educational Conferences

(a)

Any training or educational conferences being sponsored by Wasatch must be submitted for pre-approval by the Compliance department. The Compliance department shall be provided with the following information relating to the proposed conference: location, purpose of the event, proposed expenses to be reimbursed or paid in connection with the event and list of invitees (i.e. names of individuals and firms).

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(b)

The Compliance department shall maintain records of all approved training and educational conferences.

Procedures for Charitable Contributions Given by Wasatch

Wasatch feels it is important and appropriate to make contributions to various charitable organizations throughout the year. At times Wasatch will make contributions to charities affiliated with or supported by Wasatch clients at a client’s request. In order to avoid any appearance of impropriety, Wasatch will not make charitable contributions in excess of $1,000 per client request.

VI.

OUTSIDE BUSINESS ACTIVITIES, INCLUDING SERVICE ON A BOARD OF DIRECTORS

In order to identify any potential conflicts of interest that may exist between Wasatch’s supervised persons and its clients and Fund shareholders, Wasatch requires supervised persons to complete an Outside Business Activity Disclosure Form upon commencement of employment and annually thereafter. Failure to provide honest and complete information, or to promptly update information previously provided for material changes, may result in disciplinary action.

Because of the high potential for conflicts of interest and insider trading problems, unless an exception is granted by Wasatch’s Board of Directors, supervised persons are prohibited from serving as directors of companies, whether public or private. Exceptions may be made by Wasatch’s Board after considering the relevant information and any potential conflicts of interest. Generally, supervised persons will be permitted to serve as directors of charitable organizations with which Wasatch does not have a business and/or financial relationship. If board service is authorized and potential conflicts of interest exist, safeguards – such as information barriers, investment restrictions, or other procedures – will be implemented to address the potential conflicts of interest.

VII.

PROHIBITION ON “PAY TO PLAY” ACTIVITIES

Wasatch will not, directly or indirectly, make contributions to state or local political candidates or government officials. In addition, Wasatch’s employees may not make a contribution to a state or local political candidate or government official in excess of

(m)

$350 if the official or candidate is someone for whom the Wasatch employee is entitled to vote at the time of the contribution(s), per election, or

(ii)

$150 if the official or candidate is not someone for whom the Wasatch employee is entitled to vote at the time of the contribution(s), per election.

Further, Wasatch will not engage a third-party solicitor or placement agent, directly or indirectly, to solicit a government entity for advisory business, unless the solicitor or placement agent is a “regulated person” subject to prohibitions against engaging in pay-to-play activities. Similarly,

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Wasatch will not engage any person or PAC to make contributions to an official or government entity to which the investment adviser is providing or seeking to provide investment advisory services, or to make payments to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services. Employees are encouraged to keep all contributions to PACs or local political parties within the de minimis limits stated above, however if the employee can provide documentation to Compliance indicating that contributions to a PAC or local political party are not going to support a candidate that has input on management of government funds, such contributions may exceed the de minimis limits. The prohibitions in this section do not generally apply to contributions to political candidates for federal offices or federal officials, provided however that if a candidate for a federal office is also a state or local government official the prohibitions would apply.

VIII.

WHISTLEBLOWER POLICY

It is the obligation of every person covered by this Code of Ethics to report suspected or actual violations of (i) laws, (ii) government rules and regulations, (iii) this Code, (iv) Wasatch’s accounting, internal accounting controls or auditing matters, or (v) other suspected wrongdoings affecting Wasatch. A person reporting any such matter can report to the Chief Compliance Officer, or any other member of the Wasatch Board of Directors. A representative of the Board or the Chief Compliance Officer shall promptly consider the information, reports or notices received and shall take appropriate action, including investigation as appropriate, in accordance with the law, governmental rules and regulations, this Code and otherwise consistent with good business practices. All notices or reports of suspected violations shall be recorded by Compliance in a log, indicating the description of the matter reported, the date of the report and the disposition thereof. Wasatch will not permit any form of intimidation or retaliation against any reporting person. Wasatch will, to the extent reasonably possible, keep confidential both the information and concerns reported, and its discussions and actions in response to these reports.

IX.

ADMINISTRATION AND ENFORCEMENT

Education, Training and Certification

The Compliance department will provide each of Wasatch’s supervised persons with a copy of the Code of Ethics and any amendments to it. In addition, the Compliance department will provide general training to all supervised persons initially and on at least an annual basis. Each supervised person will be required to provide a written (including electronic) acknowledgment of his/her receipt of the Code and any amendments to it.

Review

This policy and procedures will be reviewed at least annually to determine its adequacy and the effectiveness of its implementation and revised and/or supplemented as needed. The review will consider:

any compliance matters that arose during the previous year,

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any changes in the business activities of the Advisor or its affiliates, and

any changes in the Advisers Act, the Investment Company Act, or applicable regulations that might suggest a need to revise the policies or procedures.

Employees will be notified when the policy and/or procedures are updated for a material change.

Annual Report to the Funds’ Board of Directors

No less frequently than annually, the Advisor is required to furnish to the Fund’s Board of Directors a written report that:

describes any issues arising under the Code of Ethics or procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

certifies that the Advisor has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

Reporting Violations

Supervised persons are required to report any violations of this Code of Ethics promptly to Wasatch’s Chief Compliance Officer or other persons in the Compliance department, provided that the Chief Compliance Officer also receives reports of all violations.

Sanctions

Upon discovering a violation of the Code of Ethics, the Board of Directors of the Advisor or Fund may impose such sanctions as they deem appropriate depending on the type of violation involved. Sanctions may include, among other things, a letter of reprimand or censure, suspension or termination of the employment of the violator. Employees violating the personal trading procedures may be required to disgorge profits, have their personal trading activities restricted or suspended, or face internal reprimands, fines, or termination.

X.	RECORDKEEPING

The Compliance department will maintain copies of the Code, records of persons subject to reporting under the Code, copies of supervised persons’ written acknowledgment of receipt of the Code, records of personal securities transactions and holdings reports and the Compliance department’s review of the same, records of decisions relating to approvals of investments in limited offerings or private placements, records of violations of the Code and actions taken as a result of the violations, records of the annual reports provided to the Funds’ Board of Directors, and records documenting the annual review of these policies and procedures. These records will be maintained (generally for five years) in accordance with applicable laws and rules there under.

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XI.

FORM ADV

Wasatch will describe our Code of Ethics in Form ADV and, upon request, furnish clients with a copy of the Code.

January 21, 2011 version adopted by Wasatch Funds Trust as of February 15, 2011; amended November 9, 2011 ; Originally adopted as of February17, 2005; amended August 29, 2005; December 14, 2006; August 27, 2008; February 18, 2009

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LOGO

CODE OF ETHICS

Effective February 1, 2012

Fiduciary Duty – Statement of Policy

Water Island Capital, LLC (“Water Island”) and WIC Advisors, LLC (“WIC Advisors”) (collectively referred to as the “Firm”) is a fiduciary of its Clients and owes each Client an affirmative duty of good faith and full and fair disclosure of all material facts. Most violations of fiduciary duty are associated with a violation of the general antifraud provisions contained in Section 206 of the Advisers Act. The SEC has made clear that these general antifraud provisions of Section 206 apply not only to Clients, but also to prospective Clients and in the case of fund(s) advised by the Firm, any investor or prospective investor in the fund. Mere negligence on the part of the Firm in breaching its fiduciary duty to a fund(s), or its investors or prospective investors, is sufficient to establish a violation under the Advisers Act. For example, the Firm must take care not to include false or misleading statements in private placement memoranda, a prospectus, form ADV disclosures, investor reports, responses to “requests for proposals,” or other disclosures to Clients, investors or prospective Clients or investors.

The adviser’s fiduciary duty is particularly pertinent whenever the adviser is in a situation involving a conflict or potential conflict of interest. Water Island, WIC Advisors and all Employees must affirmatively exercise authority and responsibility for the benefit of their Clients, and may not participate in any activities that may conflict with the interests of Clients except in accordance with this Manual. In addition, Employees must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of the Water Island or WIC Advisor’s Clients. Accordingly, at all times, each Firm must conduct its business with the following precepts in mind:

Place the interests of Clients first . We may not cause a Client to take action, or not to take action, for our personal benefit rather than the benefit of the Client. For example, causing a Client to purchase a security owned by an Employee for the purpose of increasing the price of that security would be a violation of this Code. Similarly, an Employee investing for himself or herself in a security of limited availability that was appropriate for a Client without first considering that investment for such Client may violate this Code.

Moderate gifts and entertainment . The receipt of investment opportunities, perquisites, or gifts from persons doing or seeking to do business with the Firm could call into question the exercise of our independent judgment. Accordingly, Employees may accept such items only in accordance with the limitations set forth in this Code.

Code of Ethics

Conduct all personal securities transactions in compliance with this Code of Ethics . This includes all pre-clearance and reporting requirements and procedures regarding inside information and personal and proprietary trades. While the Firm encourages Employees and their families to develop personal investment programs, Employees must not take any action that could result in even the appearance of impropriety.

Keep information confidential . Information concerning Client transactions or holdings may be material non-public information and Employees may not use knowledge of any such information to profit from the market effect of those transactions.

Comply with the federal securities law and all other laws and regulations applicable to the Firm’s business . Make it your business to know what is required of the Firm as an investment adviser and otherwise, and of you as an Employee of the Firm, and integrate compliance into the performance of all duties.

Seek advice when in doubt about the propriety of any action or situation . Any questions concerning this Code of Ethics should be addressed to the Chief Compliance Officer, who is encouraged to consult with outside counsel, outside auditors or other professionals, as necessary.

The Policies and Procedures in this Code of Ethics implement these general fiduciary principles in the context of specific situations.

Code of Ethics

Client Opportunities

Law

No Employee may cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any personal benefit for him or herself. Sections 206(1) and 206(2) of the Advisers Act generally prohibit the Firm from employing a “device, scheme or artifice” to defraud Clients or engaging in a “transaction, practice or course of business” that operates as a “fraud or deceit” on Clients. While these provisions speak of fraud, they have been construed very broadly by the SEC and used to regulate, through enforcement action, many types of adviser behavior that the SEC deems to be not in the best interest of Clients or inconsistent with fiduciary obligations. One such category of behavior is taking advantage of investment opportunities for personal gain that would be suitable for Clients.

Policy

An Employee may not take personal advantage of any opportunity properly belonging to the Firm or any Client. This principle applies primarily to the acquisition of securities of limited availability for an Employee’s own account that would be suitable and could be purchased for the account of a Client, or the disposition of securities from an Employee’s account prior to selling a position from the account of a Client.

Under limited circumstances, and only with the prior written approval of the Chief Compliance Officer, an Employee may participate in opportunities of limited availability that are deemed by the Chief Compliance Officer not to have an adverse effect on any Client.

An Employee may not cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any benefit to Firm accounts or to Employee accounts.

Procedures

Disclosure of Personal Interest. If an Employee believes that he or she (or a related account) stands to benefit materially from an investment decision that the Employee is recommending or making for a Client, the Employee must disclose that interest to the Chief Compliance Officer and obtain approval prior to making the investment.

Restriction on Investment. Based on the information given, the Chief Compliance Officer will decide whether to restrict an Employee’s participation in the investment decision or investment. In making these determinations, the Chief Compliance Officer will consider the following factors: (i) whether the opportunity was suitable for any Client; (ii) whether any Client was legally and financially able to take advantage of the opportunity; (iii) whether any Client would be disadvantaged by the Employee’s interest or participation; (iv) whether the Employee’s interest is de minimis; and (v) whether the Employee’s interest or participation is clearly not related economically to the securities to be purchased, sold or held by any Client.

Code of Ethics

Record of Determination and Monitoring. A memorandum concerning the investment opportunity and the disposition of the approval request will be prepared promptly and maintained by the Chief Compliance Officer. The Chief Compliance Officer will monitor Employees’ personal securities transactions to identify, and will investigate any instance of, an Employee purchasing or selling a security of limited availability or limited market interest, respectively, prior to making the opportunity available to Clients.

Code of Ethics

Insider Trading

Law

In the course of business, the Firm and its Employees may have access to various types of material non-public information about issuers, securities or the potential effects of the Firm’s own investment and trading on the market for securities. Trading while in possession of material non-public information or communicating such information to others who may trade on such information is a violation of the securities laws. This conduct is frequently referred to as “insider trading” (whether or not one is an “insider”).

While the law concerning insider trading is not static, it is generally understood to prohibit:

•

trading by an insider while in possession of material non-public information, and in the case of an investment adviser, information pertaining to the adviser’s positions or trades for its clients may be material non-public information;

•

trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated;

•

communicating material non-public information to others; or

•

trading ahead of research reports or recommendations prepared by the Firm.

Concerns about the misuse of material non-public information by the Firm or Employees may arise primarily in two ways. First, the Firm may come into possession of material non-public information about another company, such as an issuer in which it is investing for Clients or in which its own personnel might be investing for their own accounts.

Second, the Firm as an investment adviser has material non-public information in relation to its own business. The SEC has stated that the term “material non-public information” may include information about an investment adviser’s securities recommendations, as well as securities holdings and transactions of Clients.

Who is an Insider? The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, and bank and the employees of such organizations. In addition, a person who advises or otherwise performs services for a company may become a temporary insider of that company. An Employee of the Firm could become a temporary insider to a company because of the Firm’s and/or Employee’s relationship to the company ( e.g. , by having contact with company executives while researching the company). A company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider or temporary insider.

Code of Ethics

What is Material Information? Trading on non-public information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a security. Information that Employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, knowledge of an impending default on debt obligations, knowledge of an impending change in debt rating by a statistical rating organization, and extraordinary management developments.

Material information does not have to relate to the issuer’s business. For example, in one case the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter at The Wall Street Journal was found criminally liable for disclosing to others the date that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or not.

In addition, as indicated, the SEC has stated that information concerning an investment adviser’s holdings or transactions may be material non-public information.

What is Non-public Information? Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones , Reuters Economic Services , The Wall Street Journal or other publications of general circulation would be considered public.

What is Tipping? Tipping involves providing material non-public information to anyone who might be expected to trade while in possession of that information. An Employee may become a “tippee” by acquiring material non-public information from a tipper, which would then require the Employee to follow the procedures below for reporting and limiting use of the information.

Penalties for Insider Trading. Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers, and may include fines or damages up to three times the amount of any profit gained or loss avoided. A person can be subject to some or all of the applicable penalties even if he or she does not personally benefit from the violation.

Code of Ethics

Policy

The Firm forbids any Employee to trade, either personally or on behalf of others, including Clients, while in possession of material non-public information or to communicate material non-public information to others in violation of the law. The Firm’s insider trading prohibitions apply to all Employees and extend to activities within and outside their duties as Employees of the Firm.

In addition, it is the policy of the Firm that all information about Client securities holdings and transactions is to be kept in strict confidence by those who receive it, and such information may be divulged only within the Firm and to those who have a need for it in connection with the performance of services to Clients. Despite this blanket prohibition, some trades in securities in which the Firm has also invested for Clients may be permitted because the fact that the Firm has made such investments may not be viewed as material information ( e.g ., trades in highly liquid securities with large market capitalization). The personal trading procedures set forth below establish circumstances under which such trades will be considered permissible and the procedures to follow in making such trades.

Procedures

Identification and Protection of Insider Information. If an Employee believes that he or she is in possession of information that is material and non-public, or has questions as to whether information is material and non-public, he or she should take the following steps:

•

Report the matter immediately to the Chief Compliance Officer, who will document the matter.

•

Refrain from purchasing or selling the securities on behalf of himself or herself or others.

•

Refrain from communicating the information inside or outside the Firm other than to the Chief Compliance Officer.

If the Chief Compliance Officer determines that an Employee is in possession of material non-public information, he or she will notify all Employees that the security is restricted. All decisions about whether to restrict a security, or remove a security from restriction, will be made by the Chief Compliance Officer. Restrictions on such securities also extend to options, rights and warrants relating to such securities. When a security is restricted, all new trading activity of such security shall cease, unless approved in writing by the Chief Compliance Officer. If trading in a security is restricted, Employees are prohibited from communicating that fact to anyone outside the Firm. A security will be removed from restriction if the Chief Compliance Officer determines that no insider trading issue remains with respect to such security (for example, if the information becomes public or no longer is material).

Restricting Access to Material Non-public Information. Documents and files that contain material non-public information must be secure in order to minimize the possibility that such

Code of Ethics

information will be transmitted to an unauthorized person. Such documents and files must be stored in locked file cabinets or other secure locations and confidential information accessible by computer should be maintained in computer files that are password protected or otherwise secure against access by unauthorized persons. Employees may not discuss material non-public information with, or in the presence of, persons who are not affiliated with the Firm or authorized to receive such information, and should thus avoid discussions of material non-public information in hallways, elevators, trains, subways, airplanes, restaurants and other public places generally. The use of speaker phones or cellular telephones also should be avoided in circumstances where such information may be overheard by unauthorized persons.

Use of Expert Networks. The Firm does not permit the use of expert networks for research purposes

Detecting Insider Trading. To detect insider trading, the Chief Compliance Officer will review the trading activity of Client accounts, Employee accounts and other Firm accounts. It is also the responsibility of each Employee to notify the Chief Compliance Officer of any potential insider trading issues. The Chief Compliance Officer will investigate any instance of possible insider trading and fully document the results of any such investigation. At a minimum, an investigation record should include the following: (i) the name of the security; (ii) the date the investigation commenced; (iii) an identification of the account(s) involved; and (iv) a summary of the investigation disposition.

Code of Ethics

Personal Securities Transactions

Law

Employee investments must be consistent with the mission of the Firm always to put Client interests first and with the requirements that the Firm and its Employees not trade on the basis of material non-public information concerning the Firm’s investment decisions for Clients or Client transactions or holdings.

Rule 204A-1 under the Advisers Act requires in effect that a registered investment adviser’s access persons (“Access Persons”) report their transactions and holdings periodically to the Chief Compliance Officer and that the adviser review these reports.

Under the SEC definition, the term Access Person includes any Employee who has access to non-public information regarding Clients’ purchase or sale of securities, is involved in making securities recommendations to (or in the case of a discretionary manager like the Firm, investment decisions on behalf of) Clients or who has access to such recommendations that are non-public.

Transaction Reporting Requirements. All Access Persons must file with the Chief Compliance Officer initial and annual holdings reports and quarterly transaction reports with respect to all securities of which he or she is a “Beneficial Owner,” except holdings or transactions in the following securities (“Exempt Securities”):

•

direct obligations of the Government of the United States;

•

money market instruments — bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;

•

money market fund shares;

•

shares of other types of mutual funds (although if the Firm acts as the investment adviser for a registered fund, Access Person transactions in shares of such fund will become reportable); and

•

units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

“Beneficial Owner” of securities means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. The term pecuniary interest means the opportunity to profit or share in any profit from a transaction in the security. An Access Person is presumed to be the Beneficial Owner of accounts of the Access Person and immediate family members who share the Access Person’s household. All such accounts are referred to as “Access Person Accounts.” The Firm has determined to consider “Access Person Accounts” also to include accounts of others who share the Access Person’s household, anyone to whose support the Access Person materially contributes and other accounts over which the Access Person exercises discretion or a controlling influence.

Code of Ethics

To exclude such an account from the reporting requirements, the Access Person must provide the Chief Compliance Officer with written documentation showing that someone else has been retained or has been granted investment discretion over the account or otherwise demonstrating that the account should not be considered an Access Person account. Reports need not be filed with respect to transactions effected pursuant to an automatic investment plan or in an account over which the Access Person has no direct or indirect influence or control.

Policy

It is the Firm’s policy that all Employees of the Firm are Access Persons for purposes of Rule 204A-1 and must file all required reports, initial and annual holdings reports, and quarterly reports of transactions in Access Person Accounts. In addition, Access Persons must adhere to the following requirements in connection with their personal trading.

Pre-clearance – Private Placements. Access Persons must obtain the written approval of the Chief Compliance Officer prior to investing in a private placement. In approving any such transaction, the Chief Compliance Officer must cite the reasons for such approval. Employees must furnish any prospectus, private placement memoranda, subscription documents and other materials about the investment as the Chief Compliance Officer may request.

Pre-clearance – Other Transactions. All transactions by Access Persons are subject to pre-clearance by the Chief Compliance Officer according to the procedures set forth below, except for transactions in Exempt Securities.

Short-Term Trading. Short-term trading in securities of issuers in which an Employee is an officer or director or the owner of 10% or more of a class of equity securities is subject to significant restrictions under the securities laws. Although other short-term trading activity is not strictly prohibited, as a matter of policy, the Firm strongly discourages short-term trading by Employees.

Prohibited Transactions. No Access Person may trade in any account in any security subject to a restriction on trading issued by the Chief Compliance Officer under the Firm’s insider trading policies and procedures set forth in this Code of Ethics or as set forth below.

No Access Person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, a direct or indirect beneficial ownership interest and which he or she knows, or should have known, at the time of such purchase or sale:

(i)

is being considered for purchase or sale by a Client; or

(ii)

is being purchased or sold by a Client.

Code of Ethics

Access Persons are prohibited from executing a personal transaction in any security on a day during which a Client has a pending “buy” or “sell” order for that security, until the Client’s order is either executed or withdrawn.

If an Access Person owns a security that subsequently is purchased by a Client, the security may not be sold on any day that the Client has activity in that security.

Access Persons are prohibited from acquiring any security distributed in an initial public offering, until trading of the security commences in the secondary market.

Access Persons will not be permitted to buy and sell the same security within the same trading day (i.e. “Day Trading” is prohibited).

Maintaining Access Person Accounts. While the Firm encourages Employees to develop personal investment programs, it must be in a position to properly oversee the trading activity undertaken by its Employees. As a result, the Firm requires all Employees to provide duplicate account statements and confirmations for all Access Person Accounts.

Procedures

Duplicate Statements. For any account opened or maintained at a broker-dealer, bank or similar financial institution, each Employee shall be responsible for arranging for duplicate account statements and confirmations to be sent directly to the Chief Compliance Officer at the following address:

Water Island Capital, LLC

41 Madison Avenue, 42 ^nd Floor

New York, NY 10010

Attention: Chief Compliance Officer

Such statements must be provided upon issuance for the Employee’s Access Person Accounts, and all such statements must be received no later than 30 days after the end of each quarter, except for accounts in which the Employee only transacts in Exempt Securities. Duplicate confirmations must be provided upon issuance.

Initial and Annual Holdings Reports. Each Access Person must file a holdings report disclosing all securities (other than Exempt Securities and those that have been previously reported on account statements received by the Firm) in any Access Person Account on the Annual Personal Securities Holdings Report (see Appendix 3) or any substitute acceptable to the Chief Compliance Officer, no later than 10 days after becoming an Access Person, and annually thereafter during the month of January. Each such report must be current as of a date no more than 45 days before the report is submitted.

Quarterly Trade Reporting Requirements. Each Access Person must submit to the Chief Compliance Officer within 30 days after the end of each quarter a report of all securities

Code of Ethics

transactions (other than transactions in Exempt Securities) effected in each Access Person Account during such quarter. The report must include the name of the security, date of the transaction, quantity, price, nature of the transaction and name of the bank, broker-dealer or financial institution through which the transaction was effected. Information regarding such transactions need not be reported if duplicate account statements and confirmations for all Access Person Accounts have been provided to the Chief Compliance Officer. Employees must independently report securities that do not appear on the account statements or confirmations ( e.g. , any securities acquired in private placements or by gift or inheritance) on the Quarterly Securities Transaction Report (see Appendix 4). Even if no transactions are required to be reported, each Employee must submit such a report certifying that all transactions have been reported.

Pre-clearance. Each Employee who wishes to effect a transaction in a private placement and in any publicly traded securities except Exempt Securities must first obtain written pre-clearance of the transaction from the Chief Compliance Officer. A decision on permissibility of the trade generally will be rendered by the end of the trading day on which the request is received. Pre-clearance will be effective for five (5) days, unless otherwise specified.

Review and Availability of Personal Trade Information. All information supplied under these procedures, including quarterly transaction and initial and annual holdings reports, will be reviewed by the Chief Compliance Officer for compliance with the policies and procedures in this Code of Ethics. The Chief Compliance Officer will review all account statements and confirmations. The Chief Compliance Officer shall:

•

address whether Employees followed internal procedures, such as pre-clearance;

•

compare Employee transactions to any restrictions in effect at the time of the trade;

•

assess whether the Employee is trading for his or her own account in the same financial instrument he or she is trading for Clients, and if so, whether Clients are receiving terms as favorable as those of the Employee’s trades; and

•

periodically analyze the Employee’s trading for patterns that may indicate abuse.

The Chief Compliance Officer will document such review by indicating the statements that have been reviewed and will maintain copies of the Employee reports and account statements received.

Confidentiality. The Chief Compliance Officer will maintain records in a manner to safeguard their confidentiality. Each Employee’s records will be accessible only to the Employee, the Chief Compliance Officer, senior officers and appropriate human resources personnel.

Code of Ethics

Gifts, Entertainment and Contributions

Law

The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with the Firm could call into question the independence of its judgment as a fiduciary of its Clients. If the Firm and/or Employee were found to be acting in a position of undisclosed conflict of interest, it could be sanctioned under Section 206 of the Advisers Act.

In addition, ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that are given with the intent of influencing decision-making with respect to any employee benefit plan. The acceptance or offering of gifts, entertainment or other items may be viewed as influencing decision-making and therefore unlawful under ERISA. Many public employee benefit plans are subject to similar restrictions.

Other federal laws and regulations prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. Finally, providing gifts and entertainment to foreign officials may violate the Foreign Corrupt Practices Act.

Regarding political contributions, the SEC has stated that investment advisers who seek to influence the award of advisory contracts by public entities by making political contributions to public officials may cause such officials to compromise their fiduciary duty to such entities.

Policy

Accepting Gifts and Entertainment. On occasion, because of an Employee’s position with the Firm, the Employee may be offered, or may receive, gifts or other forms of non-cash compensation from Clients, brokers, vendors, or other persons that do business with the Firm. Extraordinary or extravagant gifts ( i.e. , gifts that have an aggregate value of more than $100 annually from a single giver) are not permissible and must be reported to the Chief Compliance Officer. Gifts of nominal value ( i.e. , gifts that have an aggregate value of no more than $100 annually from a single giver) and promotional items ( e.g. , pens, mugs) may be accepted. Gifts should be sent to Employees at the Firm’s offices and may not be sent to an Employee’s home.

Unsolicited business entertainment, including meals or tickets to cultural and sporting events are permitted if they are not so frequent, lavish or extravagant in the context of the adviser’s geographic location, or of such high value as to raise a question of impropriety. Employees may not accept entertainment unless (i) there is a specific business purpose for such event and (ii) both the Employee and the giver are present.

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Code of Ethics

Giving Gifts and Providing Entertainment. Employees may not give any gift(s) with an aggregate value in excess of $100 per year to any person associated with a securities or financial organization, including brokerage firms or other investment management firms, to members of the news media, or to Clients or prospective Clients of the Firm.

Employees may provide reasonable entertainment to such persons provided that both the Employee and the recipient are present, there is a business purpose for the entertainment and if it is not so frequent, lavish or extravagant in the context of the adviser’s geographic location, or of such high value as to raise a question of impropriety. Employees may not provide entertainment having a reasonable value to such persons unless (i) there is a specific business purpose for such event; (ii) both the Employee and the recipient are present.

Cash. No Employee may give or accept cash gifts or cash equivalents to or from Clients, brokers, vendors, or other persons that do business with the Firm.

Solicitation of Gifts. All solicitation of gifts or gratuities is unprofessional and is strictly prohibited.

Charitable Contributions. Employees may not solicit charitable contributions from Clients, brokers, vendors, or other persons that do business with the Firm without the prior approval of the Chief Compliance Officer, who shall maintain a record of each such solicitation.

ERISA Considerations. Employees should never offer gifts or other favors for the purpose of influencing ERISA Client or prospective Client decision-making. Entertainment of ERISA or public plan trustees may be permissible if there is a business purpose for the entertainment ( e.g. , review of account performance), but any such entertainment must be consistent with any Code of Conduct of the plan.

Procedures

Prohibited Gifts and Entertainment. If an Employee has been offered a gift with an aggregate value exceeding $100 from any Client, broker, vendor, or other person that does business with the Firm the Employee must report the gift to the Chief Compliance Officer. If the Employee has been invited to participate in an event, the Employee must report the event to the Chief Compliance Officer. If an Employee wishes to provide any such gift above the value of $100 or entertainment to any person associated with a securities or financial organization, including brokerage firms or other investment management firms, to members of the news media, or to Clients or prospective Clients of the Firm, the Employee must report the gift or entertainment to the Chief Compliance Officer. All gifts and entertainment given and received will be recorded in a gift and entertainment log. If there is any question about the appropriateness of any particular gift, Employees should consult the Chief Compliance Officer.

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Code of Ethics

Charitable Contributions. Prior to soliciting charitable contributions from any Client, broker, vendor, or other person that does business with the Firm, an Employee must receive the approval of the Chief Compliance Officer. The Employee must notify the Chief Compliance Officer of amounts received from such persons as a result of such solicitation. All such approvals must be documented and include information regarding the Employee, the charity, the date of the solicitation and the amounts received.

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Code of Ethics

Outside Business Activities

Law

The Firm’s fiduciary duties to Clients dictate that the Firm and its Employees devote their professional attention to Client interests above their own and those of other organizations.

Policy

Employees may not engage in any of the following outside business activities without the written consent of the Chief Compliance Officer. Employees may not:

•

be engaged in any other business;

•

be an officer of or employed or compensated by any other person for business-related activities;

•

serve as general partner, managing member or in a similar capacity with partnerships, limited liability companies or private funds other than those managed by the Firm or its affiliates;

•

engage in personal investment transactions to an extent that diverts an Employee’s attention from or impairs the performance of his or her duties in relation to the business of the Firm and its Clients;

•

have any direct or indirect financial interest or investment in any dealer, broker or other current or prospective supplier of goods or services to the Firm (other than ownership of publicly traded securities) from which the Employee might benefit or appear to benefit materially; or

•

serve on the board of directors (or in any similar capacity) of another company, including not-for-profit corporations. Authorization for board service will normally require that the Firm not hold or purchase any securities of the company on whose board the Employee sits.

Restrictions on Activities. With respect to any outside activities engaged in by an Employee, the following restrictions shall be in effect: (i) the Employee is prohibited from implying that he or she is acting on behalf of, or as a representative of, the Firm; (ii) the Employee is prohibited from using the Firm’s offices, equipment or stationery for any purpose not directly related to the Firm’s business, unless such Employee has obtained prior approval from the Chief Compliance Officer; and (iii) if the activity was required to be and has been approved by the Chief Compliance Officer, the Employee must report any material change with respect to such activity.

Furthermore, if an Employee is granted approval to serve as a director of a Public Company, the Employee has an affirmative duty to recuse himself from participating in any deliberations by the Client regarding possible investments in the securities issued by the Public Company on whose board the Employee sits.

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Code of Ethics

Procedures

Approval. Before undertaking any of the activities listed above, the Employee must provide to the Chief Compliance Officer detailed information regarding all aspects of the proposed activity. The Employee may not undertake such activity until the Employee has obtained written approval from the Chief Compliance Officer.

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Real Estate Management Services Group, LLC Code of Ethics

Introduction

This is the Code of Ethics (the “Code”) of Real Estate Management Services Group, LLC (the “Company”). The Company’s Policies on Insider Trading and Personal Securities Transactions are included in the Code.

General Principles

The Company is a fiduciary for its investment advisory clients. Because of this fiduciary relationship, it is generally improper for the Company or its employees to:

•

use for their own benefit (or the benefit of anyone other than the client) information about the Company’s trading or recommendations for client accounts; or

•

take advantage of investment opportunities that would otherwise be available for the Company’s clients.

Also, as a matter of business policy, the Company wants to avoid even the appearance that the Company, its employees or others receive any improper benefit from information about client trading or accounts or from our relationships with our clients or with the brokerage community.

The Company expects all employees to comply with the spirit of the Code, as well as the specific rules contained in the Code.

The Company treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Company may take disciplinary measures against you, including, without limitation, imposing penalties or fines, reducing your compensation, demoting you, requiring unwinding of the trade, requiring disgorgement of trading gains, suspending or terminating your employment, or any combination of the foregoing.

Improper trading activity can constitute a violation of this Code. Nevertheless, you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts.

These terms have special meanings in this Code of Ethics:

Supervised Person - This term includes directors, officers, and partners of the Company, as well as any other person occupying a similar status or performing similar functions. The Company may also include in this category temporary workers, consultants, independent contractors and anyone else designated by the Chief Compliance Officer. For purposes of the Code, such ‘outside individuals’ will generally only be included in the definition of a supervised person if their duties include access to certain types of information, which would put them in a position of sufficient knowledge to necessitate their inclusion under the Code. The Chief Compliance Officer shall make the final determination as to which of these are considered supervised persons.

Access Person - An Access Person is (i) one who has access to nonpublic information regarding any client’s purchase or sale of securities, is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic, (ii) each member of the Family/Household (as defined below) of such person that is directly employed by the Company, and (iii) each person to whom such person contributes support.

Associated Person - For purposes of this Code, all Supervised Persons and Access Persons are collectively referred to as ‘Associated Persons’.

Advisory Client - Any person to whom or entity to which the Company serves as an investment adviser, renders investment advice to or makes any investment decisions for a fee is considered to be a client.

Beneficial Ownership - means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. Beneficial Ownership is a very broad concept.

Chief Compliance Officer - means person named by REMS Group, LLC as Chief Compliance Officer or another person that has been designated to perform the functions of Chief Compliance Officer when the named Chief Compliance Officer is not available. For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by an executive officer of the Company, or alternate staff member, and shall be clearly denoted in the Company’s compliance files.

Covered Securities - means anything that is considered a “security” under the Investment Company Act of 1940, except :

•

Direct obligations of the U.S. Government.

•

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

•

Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds). Note: transactions in the Fund are required to be reported.

This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities,” such as:

•

exchange traded funds;

•

options on securities, indexes and currencies;

•

investments in all kinds of limited partnerships;

•

investments in foreign unit trusts and foreign mutual funds; and

•

investments in private investment funds and hedge funds.

If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.

Non-Reportable Securities - Specifically exempt from the definition of Covered Securities are: treasury securities; bank certificates of deposits, commercial paper, etc.; money market fund shares; shares of open-end mutual funds that are not advised or sub-advised by the Company; and units of a unit investment trust if the UIT is invested exclusively in unaffiliated mutual funds.

Members of your Family/Household include :

•

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

•

Your children under the age of 18.

•

Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support).

•

Any of the people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, including adoptive relationships.

Comment - There are several reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person’s support. Second, members of your household could, in some circumstances, learn of information regarding the Company’s trading or recommendations for client accounts, and they must not be allowed to benefit from that information.

Guidelines for Professional Standards

•

All Associated Persons must at all times reflect the professional standards expected of those engaged in the investment advisory business, and shall act within the spirit and the letter of the federal, state and local laws and regulations pertaining to investment advisers and the general conduct of business. These standards require all personnel to be judicious, accurate, objective, and reasonable in dealing with both clients and other parties so that their personal integrity is unquestionable.

•

All Associated Persons are required to report any violation of the Code, by any person, to the Chief Compliance Officer or other appropriate person of the Company immediately. Such reports will be held in confidence.

•

Associated persons must place the interests of Advisory Clients first. All Associated Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Company’s Advisory Clients. In addition, Associated Persons must work diligently to ensure that no client is preferred over any other client.

•

All Associated Persons are naturally prohibited from engaging in any practice that defrauds or misleads any client or the Mutual Fund, or engaging in any manipulative or deceitful practice with respect to clients or securities or the Mutual Fund, employing any device, scheme or artifice to defraud the Mutual Fund or making any untrue statement of a material fact to the Mutual Fund or omitting to state a material fact necessary in order to make the statements made to the Mutual Fund, in light of the circumstances under which they are made, not misleading.

•

No Associated Person may serve on the board of directors of any publicly traded company without prior written permission by the Chief Compliance Officer, or other appropriate personnel.

•

Associated persons must conduct all personal securities transactions in full compliance with this Code. Doubtful situations always should be resolved in favor of Advisory Clients and in cooperation with the Chief Compliance Officer. Technical compliance with the Code’s provisions shall not automatically insulate from scrutiny any securities transactions or actions that could indicate a violation of the Company’s fiduciary duties.

•

Personal transactions in securities by Associated Persons must be accomplished to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Company’s clients. Likewise, Associated Persons must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with the Company at the expense of clients, or that otherwise bring into question the person’s independence or judgment.

•

The Company has adopted Insider Trading Policies, which set parameters for the establishment, maintenance, and enforcement of policies and procedures to detect and prevent the misuse of material non-public information.

•

Associated persons are prohibited from accepting compensation for services from outside sources without the specific prior written permission of the Chief Compliance Officer or other appropriate personnel.

•

When any Associated Person faces a conflict or potential conflict between their personal interest and the interests of clients, they are required to immediately report the conflict to the Chief Compliance Officer for instruction regarding how to proceed.

•

The recommendations and actions of the Company are confidential and private matters. Accordingly, we have adopted a Privacy Policy to prohibit the transmission, distribution, or communication of any information regarding securities transactions in client accounts or other non-public information, except to broker/dealers or other bona fide service providers in the ordinary course of business. In addition, no information obtained during the course of employment regarding particular securities (including internal reports and recommendations) may be transmitted, distributed, or communicated to anyone who is not affiliated with the Company, without the prior written approval of the Chief Compliance Officer.

•

No employee may accept or receive on their own behalf or on behalf of the Company any gift or other accommodation, which has a value in excess of $100.00 from any vendor, broker, securities sales representative, client, or prospective client (a “business contact”) -per business contact per year. All gifts or other accommodation, which have a value in excess of $100.00 received by Associated Persons or their Family/Household from a business contact, must be immediately reported to the Chief Compliance Officer.

•

No employees may give on their own behalf or on behalf of the Company any gift or other accommodation to a business contact, which has a value in excess of $100.00, without prior written approval from the Chief Compliance Officer.

These policies on gift receipt/giving are not intended to prohibit normal business entertainment or customary meals.

Personal Trading Policies

General Information The following policies and procedures apply to all accounts owned or controlled by an Associated Person, those accounts owned or controlled by members of the Associated Person’s immediate family, including any relative by blood or marriage living in the same household, and any account in which the Associated Person has any beneficial interest, such as a trust account, certain investment pools in which you might participate, and certain accounts that others may be managing for you. These accounts are collectively referred to as “covered accounts.” Any account in question should be addressed with the Chief Compliance Officer immediately to determine if it is a covered account.

Reporting Requirements You must file the reports described below, even if you have no holdings, transactions, or accounts to list in the reports.

Copies of all reporting forms may be obtained from the Chief Compliance Officer.

1.	Initial Holdings Reports .

No later than 10 calendar days after you become an employee (or within 10 days of the adoption of this Code if you were already an employee at the time of its adoption), you must file an Initial Holdings Report with the Chief Compliance Officer .

The Initial Holdings Report requires you to list all brokerage accounts and securities owned or controlled by you, or members of your Family/Household. It also requires you to list all brokers, dealers and banks where you maintained an account in which any security (not just Covered Securities) is held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an employee (or on the date this Code was adopted, if you were already an employee on such date).

Each Associated Person shall instruct the broker of record for the covered account(s) to send duplicate confirmations and brokerage statements to the Company, c/o the Chief Compliance Officer. Each Associated Person must notify the Chief Compliance Officer of any updates or changes to his or her covered accounts within 10 days of such update or change.

The Initial Holdings Report also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household.

2.	Quarterly Transaction Reports .

No later than 30 calendar days after the end of March, June, September, and December each year, you must file a Quarterly Transaction Report with the Chief Compliance Officer.

The Quarterly Transaction Report requires you to list all transactions during the most recent calendar quarter in Covered Securities in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to list all brokers, dealers, and banks where you or a member of your Family/Household has established an account in which any security (not just Covered Securities) are held during the quarter for the direct or indirect benefit of you or a member of your Family/Household. This requirement is satisfied by instructing the custodian for these accounts to send duplicate confirmations and brokerage account statements for the covered accounts to the Company, c/o the Chief Compliance Officer. Alternatively, you may submit this information on a separate Form provided all required information is included in the report.

3.	Annual Holdings Reports .

By January 31 of each year, you must file an Annual Holdings Report with the Chief Compliance Officer.

The Annual Holdings Report requires you to list all Covered Securities in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers, and banks where you or a member of your Family/Household maintained an account in which any security (not just Covered Securities) is held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year. You may satisfy this requirement by providing duplicate copies of account statements as described in Section 2 above.

The Annual Holdings Report also requires you to confirm that you have read and understand this Code, have complied with its requirements, and that you understand that it applies to you and members of your Family/Household.

Review and Recordkeeping

The Chief Compliance Officer shall review and compare all reported transactions with:

the transactions of the Access Person indicated on his or her confirmations and account statements; and

ii.

the transactions of clients of the Company.

If the Chief Compliance Officer suspects that an Access Person has violated these Procedures, he or she shall investigate the alleged violation, and, as a part of that investigation, allow the Access Person an opportunity to explain why the violation occurred or did not occur.

If the Chief Compliance Officer concludes that an Access Person has violated these Procedures, he or she shall submit a report of such violation, his or her investigation of such violation, and his or her recommendation on what steps should be taken to address such violation, including recommending sanctions against the violator to the chief executive officer of the Investment Adviser.

After reviewing the report of the Chief Compliance Officer and any other relevant information, the chief executive officer and/or other officers designated to review violations of these Procedures, shall as he or she deems appropriate, impose a sanction on the violator, which may include a letter of censure, fine, forfeiture of profits, suspension, and/or termination of employment.

All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the board of directors of the Fund.

The Company reserves the right to require the employee to reverse, cancel or freeze, at the employee’s expense, any transaction or position in a specific security if the Company believes the transaction or position violates its policies or appears improper. The Company will keep all such information confidential except as required to enforce this policy or to participate in any investigation concerning violations of applicable law.

Exemptions from Reporting

(1) Non-reportable securities Rule 204A-1 specifically excludes the following from the definition of Covered Securities:

•

Direct Obligations of the US Treasury

•

Bankers’ acceptance, Certificates of deposit, commercial paper, and the like

•

Money market fund shares

•

Shares of open end mutual funds, as long as the Company nor any affiliate serves as the adviser or sub-adviser to the fund

•

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are advised or sub-advised by the Company.

•

(2) Prohibited and Restricted Transactions

•

Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in an initial public offering without first seeking written approval from the Chief Compliance Officer.

•

Purchases and sales of restricted securities issued by public companies are generally prohibited, unless the Chief Compliance Officer determines that the contemplated transaction will raise no actual, potential, or apparent conflict of interest.

•

Any Associated Person wishing to purchase or sell a security obtained through a private placement, including purchase of any interest in a hedge fund, must first seek approval by the Chief Compliance Officer. In addition, if an Associated Person who owns a security in a private company knows that the company is about to engage in an IPO, she/he must disclose this information to the Chief Compliance Officer.

Case-by-Case Exemptions:

Because no written policy can provide for every possible contingency, the Chief Compliance Officer may consider granting additional exemptions from the Prohibitions on Trading on a case-by-case basis. Any request for such consideration must be submitted by the covered person in writing to the Chief Compliance Officer. Exceptions will only be granted in those cases in which the Chief Compliance Officer determines that granting the request will create no actual, potential, or apparent conflict of interest.

Pre-clearance:

With respect to real estate related securities and transactions of Fund shares, you and members of your Family/Household are prohibited from engaging in any transaction for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, pre-clearance for that transaction. Pre-clearance is obtained by first completing and signing the Pre Clearance Form. (A copy of the Pre-Clearance Form can be obtained from the Chief Compliance Officer.) The Pre-Clearance Form is then submitted to the Chief Compliance Officer for pre-clearance. Reasons supporting the acquisition of any limited offering or IPO must be stated in the Pre-Clearance form.

If pre-clearance is obtained, the approval is valid for the day on which it is granted and the immediately following business day. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Covered Security if the Company has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).

The pre-clearance requirements do not apply to the following categories of transactions:

•

Transactions in Covered Securities issued or guaranteed by any national government, that is a member of the Organization for Economic Cooperation and Development, or any agency, or authority thereof.

•

Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

•

Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

•

Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer.

NOTE : Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements) and shares of registered mutual funds are also not subject to the pre-clearance requirements with the exception of the Fund.

Blackout Period:

The blackout period described below applies to employees of the Company who are most likely to have access to information about which securities will be purchased or sold on behalf of client accounts. It is designed to prevent front running and various other activities that create conflicts with the interests of clients.

No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the two calendar days immediately before or after a calendar day on which any client account managed by the Company purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale or was in fact purchased or sold for any client account. Note that the total blackout period is 5 days (the day of the client trade, plus two days before and two days after).

NOTE: It sometimes happens that an Access Person who is responsible for making recommendations or final investment decisions for client accounts determines - within the two calendar days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person’s knowledge, then under consideration for purchase by any client account - that it would be desirable for client accounts as to which the Access Person is responsible for making recommendations or investment decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients’ interests first and promptly make the recommendation or investment decision in the clients’ interest, rather than delaying the decision for clients until after the third day following the day of the transaction for the Access Person’s (or Family/Household member’s) own account to avoid conflict with the blackout provisions of this Code.

The Company recognizes that certain situations may occur entirely in good faith and will not take disciplinary measures in such instances if it appears that the Access Person acted in good faith and in the best interests of the Company’s clients. The above notes are not intended to specify instances of compliance and non-compliance with the Blackout Period restrictions, but rather are provided for clarification purposes to help ensure that any apparent or real conflicts that may arise between compliance with the Blackout Period and the pursuit of clients’ interests are always resolved in favor of the clients’ interests.

The blackout requirements do not apply to the following categories of transactions:

•

Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

•

Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

•

Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

Insider Trading

The purpose of these policies and procedures (the “Insider Trading Policies”) is to educate our Associated Persons regarding insider trading, and to detect and prevent insider trading by any person associated with the Company. The term “insider trading” is not defined in the securities laws, but generally, it refers to the use of material, non-public information to trade in securities or the communication of material, non-public information to others.

Prohibited Activities All Associated Persons of the Company, including contract, temporary, or part-time personnel, or any other person associated with the Company are prohibited from the following activities:

(a) trading or recommending trading in securities for any account (personal or client) while in possession of material, non-public information about the issuer of the securities; or

(b) communicating material, non-public information about the issuer of any securities to any other person.

The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.

Reporting of Material, Non-Public Information Any Associated Person who possesses or believes that she/he may possess material, non-public information about any issuer of securities must report the matter immediately to the Chief Compliance Officer. The Chief Compliance Officer will review the matter and provide further instructions regarding appropriate handling of the information to the reporting individual.

Definitions

Material Information. “Material information” generally includes:

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any information that a reasonable investor would likely consider important in making his or her investment decision; or

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any information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.

Non-Public Information. Information is “non-public” until it has been effectively communicated to the market and the market has had time to “absorb” the information. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public.

Insider Trading . While the law concerning “insider trading” is not static, it generally prohibits: (1) trading by an insider while in possession of material, non-public information; (2) trading by non-insiders while in possession of material, non-public information, where the information was either disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; and (3) communicating material, non-public information to others.

Insiders. The concept of “insider” is broad, and includes all employees of a company. In addition, any person may be a temporary insider if she/he enters into a special, confidential relationship with a company in the conduct of a company’s affairs and as a result has access to information solely for the company’s purposes. Any person associated with the Adviser may become a temporary insider for a company it advises or for which it performs other services. Temporary insiders may also include the following: a company’s attorneys, accountants, consultants, bank lending officers and the employees of such organizations.

Penalties for Insider Trading The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include:

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civil injunctions

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jail sentences

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revocation of applicable securities-related registrations and licenses

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fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

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fines for the employee or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, the Company’s management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.

Sanctions

All disciplinary responses to violations of the Code shall be administered by the Chief Compliance Officer, subject to approval by the Managing Director of the Company. Determinations regarding appropriate disciplinary responses will be administered on a case-by-case basis.

Certification

Upon the Company’s adoption of this Code and annually thereafter, all Associated Persons are required to certify in writing his or her understanding and continuing acceptance of, as well as agreement to abide by, the guidelines and polices set forth herein. Additionally, any change or modification to the Code will be distributed to all Associated Persons and they will be required to certify in writing their receipt, understanding, and acceptance of the change(s).

In addition to the above code of ethics, REMS Group, LLC has also adopted the Code of Ethics for the Fund and will comply with all provisions of said code.

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

(each a “Registrant”)

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint Michael G. Clarke, J. Kevin Connaughton, Joseph D’Alessandro, Joseph F. DiMaria, Paul Goucher, Ryan C. Larrenaga, John M. Loder, Brian D. McCabe, Christopher O. Petersen, Scott Plummer, Bruce Rosenblum and Stephen T. Welsh, 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 a trustee 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 on Form N-1A 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.

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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: March 9, 2012

/s/ William F. Truscott

William F. Truscott