Columbia Management Investment Advisers LLC

FEES AND COMPENSATION

Our investment management fees are generally based on an annual percentage of the value of assets under management,
as determined by us in good faith or by a client’s custodian or other administrator. While we seek to reconcile valuations
with client custodians and administrators, in situations where fees are calculated based on valuations established by these
third parties, it is possible for fees to be higher or lower than the level we would have assessed had we been responsible
for calculating the fees based on our internal valuations. Certain clients receiving investment accounting services may pay
fees based on a calculation involving book values rather than market values. Policies relating to our fee practices and
representative fee schedules for different types of clients are described below.
General Fee Policies

Ability to Negotiate Fees
We may negotiate and charge different fees for different accounts. For example, we may offer discounted fee schedules to
certain clients based on the totality of their (and/or their affiliates’) relationship with us and/or our affiliates. The number
of accounts managed, the size or asset level of the account(s), the nature of services rendered, the country of domicile, and
any special requirements of the account(s) managed are factors typically taken into consideration in making this
determination. For clients with whom we have agreed to give the lowest fee rate charged to any other similarly situated
client, all of these factors, including the totality of our relationship with a client and/or its affiliates, may be taken into
consideration in determining whether a client is similarly situated to another. We may also consider the impact such
arrangements could have on agreements that have previously been entered into with other clients. From time to time we
may enter into fixed-fee or minimum fee arrangements with certain clients, such as a situation where we have decided to
waive an account minimum. In addition, we may enter into performance fee arrangements with our clients.

When deciding whether to negotiate a particular fee, we may also consider our capacity to manage assets in a particular
strategy. In addition, we may offer or make available to certain clients a specified asset level or capacity maximum that
we will allow them to invest in a given strategy. The amount of capacity offered may impact fee negotiations. The
negotiation of fees may result in similarly situated clients paying different fees for comparable advisory services. When
we establish new representative fee schedules for a given client type or strategy, we generally do not renegotiate fees with
existing clients.

Billing Methodology
Under our standard investment advisory contract, fees are billed quarterly in arrears, though we may negotiate other
billing terms at a client’s request, including advance billing arrangements. The pooled vehicles we manage or Retail
Managed Account Programs through which we provide advisory services typically have different billing arrangements
based on the methodology established by the product sponsor or administrator. We typically invoice clients, but in certain
cases we may invoice the client’s custodian when directed by the client to do so.

Fee Policy for Discretionary Investments in Funds
In some cases (to achieve greater portfolio diversification or to meet a particular client need) and where authorized by the
client, we may invest all or a portion of a client’s assets in one or more Funds. The management fees for such Funds are
described in the Fund’s prospectus or other offering document. Assets invested in a Fund managed by us or an affiliate for
which we or an affiliate receive a fund-level advisory fee typically will bear no separately managed account level advisory
fee. However, this would not impact any account level fees we might collect for providing asset allocation or fund
selection services to a client account based on the client’s guidelines.

In addition to the Funds, client assets may be invested in other managed products such as REITs, business development
companies, ETFs, collateralized investment pools and limited partnerships.

Certain expenses such as management and brokerage fees and custodian expenses are incurred by Funds and other
investment vehicles in which we may invest and are thus indirectly borne by the client in addition to any separately
managed account advisory fee that we may charge.

Policies and Representative Fee Schedules for Institutional Clients
Fees are generally calculated and payable quarterly in arrears based on a month-end average value of the assets under
management. However, we may enter into customized billing arrangements with clients upon request. Additions or
withdrawals made prior to a valuation date may or may not be factored into the calculation of our fee, depending on the
terms of a client’s contract. We do not ask clients to pay fees in advance although some clients may choose to do so.

Under our standard investment advisory contract, either party may terminate the investment advisory contract upon 30
days’ written notice to the other party. However, we may negotiate customized termination provisions with certain clients
during the contracting process. Fees are pro-rated upon termination; however, performance fees, to the extent accrued but
not yet paid, are generally not pro-rated, unless otherwise agreed with the client. To the extent we receive any prepaid fees
for a period following a client’s termination date, the fees will be refunded to the client on a pro-rata basis. Where fees are
payable in arrears, they are not refundable.

Our affiliates who receive institutional advisory services from us, including our Advisory Affiliates, may pay fees based
on a transfer pricing methodology that varies depending on the level of services provided by us or based on the allocated
cost incurred in providing the services.
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TYPES OF CLIENTS:
We provide investment advisory services to the types of clients listed below:

•   pension, profit sharing, employee savings funds, and Taft-Hartley pension funds;
•   foundations and endowments;
•   corporate clients, including tax-exempt and not-for-profit organizations;
•   state, municipal or other governmental entities;
•   high-net-worth individuals, including trusts and estates;
•   other investment advisers registered with the SEC or with regulators in other countries;
•   open-end investment companies registered with the U.S. Securities and Exchange Commission that we or our
    Advisory Affiliates manage or subadvise (“Mutual Funds”), including those that are branded as “Columbia,” and
    “Columbia Seligman” (the “Columbia Funds”);
•   closed-end investment companies registered with the U.S. Securities and Exchange Commission (the “Closed-End
    Funds”);
•   interval fund, a type of closed-end management investment company which, in order to provide liquidity to
    shareholders, has adopted a fundamental investment policy to make quarterly offers to repurchase outstanding share at
    net asset value per share;
•   ETFs that are registered with the U.S. Securities and Exchange Commission (“such ETFs”), together with the Mutual
    Funds and the Closed-End Funds (the “Registered Funds”);
•   Mutual Funds that are used as funding vehicles by separately managed accounts for variable annuity contracts and/or
    variable life insurance policies issued by our insurance company affiliates and third party, unaffiliated insurance
    companies;
•   certain collective trust funds maintained and institutional separately managed accounts managed by our affiliate ATC;
•   other collective trust funds and certain common trust funds;

•   various private, pooled investment vehicles organized as limited partnerships, limited liability corporations, foreign
    (non-U.S.) entities or other legal form (“Private Funds”);
•   non-U.S. entities;
•   corporate and other types of institutional clients seeking separately managed accounts that offer strategies similar to
    the Private Funds or CLOs;
•   pooled investment vehicles registered or authorized outside the U.S. (“Non-U.S. Funds”);
•   structured investment products that invest in high yield bonds;
•   various qualified tuition programs formed under Section 529 of the Internal Revenue Code (“529 Plans”);
•   sponsors of Retail Managed Account Programs and other investment advisers participating in such programs (and in
    the case of dual contract programs, clients of sponsors who may or may not be high-net worth individuals);
•   various special purpose vehicle clients, such as CLOs, that issue securities collateralized by a pool of assets, including
    bank loans and high-yield bonds, to large institutional investors and/or high net worth individuals;
•   Ameriprise Financial and its affiliates including a face-amount certificate company, Ameriprise Certificate Company,
    Ameriprise Bank, FSB and Ameriprise Financial’s insurance company subsidiaries;
•   corporate and other types of institutional clients seeking asset-liability management services; and
•   Sovereign wealth entities.

Conditions for Managing Accounts

Institutional Separately Managed Accounts
To receive discretionary investment advisory services we generally require institutional clients to have a minimum
account size of $25,000,000 for U.S. equity investment mandates, $50,000,000 for global/international equity investment
mandates and $50,000,000 for fixed income investment mandates. We may impose higher minimums for certain
investment mandates. We also reserve the right to waive account minimums in our sole discretion. Factors we take into
consideration in making a determination whether to waive an account minimum may include the number of accounts
managed for a client, the nature of services rendered, any special requirements of the account(s) managed and the totality
of the relationship between us and our affiliates and the client and/or its affiliates. We may also consider a client’s specific
needs and circumstances, and a client’s future ability to reach our minimum account size by making supplemental
contributions. We may also offer to waive an account minimum based on our capacity to manage assets in a particular
strategy. Our ability to waive account minimums may result in similarly situated clients being offered different minimums
to establish a separately managed account.

Retail Managed Account Programs

The Retail Managed Account Program client and his or her financial advisor are responsible for determining a suitable
asset allocation strategy for the client’s investment portfolio and selecting the investment strategies used to implement
such asset allocation strategy, in accordance with the client’s investment objectives, risk tolerance and financial status. We
are responsible solely for making investment decisions in accordance with the Columbia investment strategy selected by
the client and his or her financial advisor, including any reasonable investment restrictions established by the client.

Smaller minimum account sizes generally apply to participants in Retail Managed Account Programs. These minimums
are described in more detail in each Retail Managed Account Program Sponsor’s disclosure document. The Program
Sponsor may allow us to waive account minimums in connection with these programs. Where we are provided with this
discretion, we are able to apply the same consideration factors described above with respect to institutional separately
managed account management in determining whether to waive an account minimum. In dual contract programs, we
generally require clients to have a minimum account size of $1,000,000, which may be waived subject to the
aforementioned consideration factors.

We may pay fees from our own resources to certain Retail Managed Account Program Sponsors. These may include
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