UNITED STATES
 

SECURITIES AND EXCHANGE COMMISSION
 

WASHINGTON. D.C. 20549
 

DIVISION OF
 

INVESTMENT MANAGEMENT
 

March 2, 2009 

Stephen A. Keen 

Reed Smith LLP 

435 Sixth Avenue 

Pittsburgh, PA 15219-1886 

Re: Columbia Funds Series Trust - Columbia Cash Reserves (File No. 811-09645) 

Dear Mr. Keen: 

Your letter ofDecember 11, 2008 request~ our assurance that we would not recommend 

that the Commission take any enforcement action under Sections 17(a)(1)1, 17(di and 12(d)(3i 

ofthe Investment Company Act of 1940 (the "Act"), and the rules thereunder, if Columbia Cash 

Reserves (the "Fund"), a series ofColumbia Funds Series Trust (the "Trust), and NB Funding 

Company LLC ("Affiliate"), enter into the arrangement summarized below and more fully 

described in the letter. The Affiliate is a subsidiary ofBank ofAmerica Corporation (the 

"Parent"), which is the parent ofColumbia Management Advisors, LLC, the Fund's investment 

adviser (the "Adviser"). Therefore, the Affiliate is an affiliated person ofthe Fund as defined in 

Section 2(a)(3) ofthe Act. 

The Fund is an open-end management investment company that is registered with the 

Commission under the Act. The Fund is a money market fund that seeks to maintain a stable net 

Section 17(a)(I) generally makes it unlawful for any affiliated person of a registered investment 

company, or an affiliated person of such person, acting as principal, to knowingly sell any 

security or other property to the registered investment company. 

2 Section 17(d) generally makes it unlawful for any affiliated person of a registered investment 

company, or any affiliated person of such a person, acting as principal, to effect any transaction 

in which the registered investment company is a joint or joint and several participant with such 

person in contravention of rules and regulations adopted by the Commission. 

Section 12(d)(3) generally makes it unlawful for any registered investment company to acquire 

any security issued by, or any interest in the business of, any broker-dealer, any person engaged 

in the business ofunderwriting, 'Of an investment adviser of an investment company, or an 

investment adviser registered under the Investment Advisers Act of 1940. 
asset value per share of $1.00 and uses the amortized cost method ofvaluation in valuing its 

portfolio securities as permitted by rule 2a-7 under the Act. ­

In November 2007, after receiving assurances from the staff ofthe Division ofInvestment 

Management, the Fund, certain other affiliated money market funds, and the Affiliate entered 

into a capital support agreement (the "Original Agreement"), a form ofwhich was provided to 

the staff. The Original Agreement required the Affiliate to make a cash contribution (up to a 

specified maximum amount) sufficient to restore the Fund's net asset value (''NAV'') per share to 

the minimum permissible NAV specified in the Agreement, if certain triggering events occurred. 

The Original Agreement was intended to limit the potential losses that the Fund may incur upon 

the ultimate disposition of a Covered Security. 

You state that the Fund holds in its portfolio securities that are subject to the events 

specified in Rule 2a-7(c)(6)(ii)(A)-(D) and may hold securities that become subject to such 

events in the future (any security held by the Fund that is or becomes subject to any such event is 

referred to as a "Covered Security.") You state further that the Fund's Board ofTrustees (the 

"Board"), none ofwhom are interested persons as that term is defined in Section 2(a)(19) ofthe 

Act, have determined with respect to each Covered Security currently held by the Fund that, due 

to unfavorable general market conditions, it would not be in the interests ofthe Fund to sell the 

Covered Securities at this time. 

The Original Agreement was entered into after the staffofthe Division ofInvestment 

Management informed the Trust and the Affiliate on November 14,2007 that it would not 

recommend enforcement action to the Commission ifthe arrangement was effected. The Trust 

and the Affiliate now seek to amend and restate the Original Agreement (the "Amended 

Agreement"). The principal changes you propose to make to the OriginalAgreement are to 

extend the termination date from December 13,2008 to November 6,2009 (''New Termination 

Date") and to include an additional Contribution Event, as defined in the Amended Agreement. 

You represent with respect to the Amended Agreement that: 

(i)	 The Amended Agreement would obligate the Affiliate, upon the occurrence of a 

Contribution Event (as defined in the Amended Agreement), to make a cash 

contribution to the Fund (up to a maximum amount) sufficient to restore the 

Fund's NAV to the minimum permissible NAV per share, as defined in the 

Amended Agreement; 

(ii)	 The Amended Agreement would be entered into at no cost to the Fund, and the 

Affiliate would not obtain any shares from the Fund in exchange for its 

contribution; and 

(iii)	 The Fund will sell all the Covered Securities it holds promptly on the business day 

.immediately prior to the New Termination Date, ifsuch sale would require the 

Affiliate to make a payment to the Fund. 

2 
You state that the Affiliate does not have its own credit rating, but that the Affiliate's 

commitment under the Amended Agreement would be guaranteed by the Parent. You represent 

with respect to the guaranty that: 

(i)	 If the Amended Agreement is deemed to be a security within the meaning of 

Section 2(a)(36) ofthe Act, it would be an Eligible Security as defined in rule 2a-7 

because the Parent's obligations qualify as First Tier Securities; 

(ii)	 The Board's delegate, in accordance with rule 2a-7(c)(3)(i), has determined that 

the guaranty presents minimal credit risks with respect to the Fund; and 

(iii)	 The Board will direct the Fund to sell the Covered Securities if, following any 

downgrading ofParent's credit ratings, the Affiliate's obligations would no longer 

qualify as First Tier Securities and such sale would require the Affiliate to make a 

payment to the Fund, and if such sale would not require such payment, the 

Agreement would tenninate. 

xou further represent the following with respect to the extension: 

(i)	 The process ofrestructuringthe Covered Securities is unlikely to be completed 

before the scheduled termination date ofthe Original Agreement on December 13, 

2008; 

(ii)	 The Adviser has informed the Board ofits beliefthat greater value could be 

realized on the Covered Securities ifthe Original Agreement was extended until 

the restructuring was Completed and the government's efforts to improve market 

conditions took full effect; 

(iii)	 The Amended Agreement includes as a Contribution Event the Fund receiving 

Replacement Securities (as defined in the Amended Agreement) having a value 

less than the then-current amortized cost value ofthe Covered Securities in 

connection with any restructuring ofthe issuer ofthe Covered Securities occurring 

on or after April 1, 2009, unless the Board determines that no option other than 

receipt ofsuch Replacement Securities would be in the best interests ofthe Fund, 

in light ofthe Board's fiduciary duties to the Fund under applicable law; 

(iv)	 The Amended Agreement permits the Board to cause the Fund to sell the Covered 

Securities and obligate the Affiliate to make a cash contribution to the Fund ifthe 

Board determines that the maximum contribution amount under the Amended 

Agreement would not be sufficient to support the Fund's minimum permissible 

NAV;and 

(v)	 The Board, none ofwhom are "interested persons" as that term is defined in 

section 2(a)(19) ofthe Act, has approved the Amended Agreement and has . 

determined that it would be in the best interests ofthe Fund and its shareholders to 

3 
continue to hold the Covered Securities and has approved the New Termination 

Date. 

On the basis ofthe facts and representations above, we will not recommend enforcement 

action under Sections 12(d)(3), 17(a)(1) or 17(d) ofthe Act ifthe Trust and the Affiliate enter 

into the Amended Agreement.4 You should note that any different facts or representations might 

require a different conclusion. Moreover, this response expresses the Division's position on 

enforcement action only and does not express any legal conclusions on the issues presented.5 

Very truly yours, 

Sarah G. ten Siethoff 

Senior Counsel 

4	 This letter confIrms the position ofthe staffthat was provided orally by the Fran Pollack-Matz to 

Stephen A. Keen on December 11, 2008. 

5	 The Division of Investment Management generally permits third parties to rely on no-action or 

interpretive letters to the extent that the third party's facts and circumstances are substantially 

similar to those described in the underlying request for a no-action or interpretive letter. 

Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light ofthe very factspecifIc nature ofthe Trust's request, howt?ver, the position expressed in this letter applies only 

to the entities seeking relief, and no other entity may rely on this position. Other funds facing 

similar legal issues should contact the staff ofthe Division about the availability of no-action 

relief. 

4 
ReedSmith Reed Smith LLP 

435 Sixth Avenue 

Pittsburgh, PA 15219-1886 

+1 4122883131 

Stephen A. Keen Fax +14122883063 

Direct Phone: +1 4122881567 

Email: skeen@reedsmith.com 

December 11, 2008 

Investment Company Ad of1940­

Sedions 12(d)(3), 17(a)(1), and 17(d) 

Mr. Robert E. Plaze
 

Associate Director
 

U.S. Securities and Exchange Commission (SEC)
 

100 F Street, N.E.
 

Washington, DC 20549
 

Re: Columbia Cash Reserves, a series ofColumbia Funds Series Trust (the "Fund") 

Dear Mr. Plaze: 

We are writing on behalf ofNB Funding Company LLC (the "Affiliate"), an affiliated person of 

the investment adviser of the above-referenced Fund. We seek assurance from the staff of the Division 

of Investment Management ("Division") that it will not recommend enforcement action to the 

Commission under Sections 12(d)(3), 17(a)(l) or 17(d) of the Investment Company Act of 1940 e'1940 

Act"), or the rules thereunder, ifthe Fund and the Affiliate enter into the arrangement described below. 

The Fund is registered with the Commission under the 1940 Act as an open-end management 

investment company. The Fund, as a money market fund, seeks to maintain a stable net asset value per 

share of $1.00, and each the amortized cost method of valuation in valuing its portfolio securities. The 

Mfiliate is a subsidiary of Bank of America Corporation (the "Parent") that is the parent of the Fund's 

investment adviser. The Parent has received ratings in the highest short-term rating category from all 

nationally recognized statistical rating organizations ("NRSROs") that rate its obligations. 

The Fund currently holds securities that are subject to the events specified in 

Rule 2a-7(c)(6)(ii)(A)-(D) and may hold securities that become subject to such events in the future (any 

security held by the Fund that is or becomes subject to any such event, is referred to as a "Covered 

Security.") With respect to each Covered Security currently held by the Fund, in accordance with 

Rule 2a-7(c)(6)(ii), the Fund's board oftrustees (the "Board"), none ofwhom are "interested persons" as 

that term is defined in Section 2(a)(l9) of the 1940 Act, have determined that, due to unfavorable 

general market conditions, it currently is not in the interest ofthe Fund to sell such Covered Securities. 

1. Description ofRestated Capital Support Agreement 

To limit the potential losses that the Fund may incur upon the ultimate disposition of a Covered 

Security, the Affiliate proposes to enter into a Restated Capital Support Agreement (the "Agreement"), 

at no cost to the Fund, that would prevent any losses realized on the Covered Securities from causing the 

Fund's market based net asset value per share ("NAV") to fall below the Minimum NAV Per Share 

specified in the Agreement. The Agreement amends and restates in its entirety the Capital Support 

Agreement, dated November 14, 2007 (as restated and amended since that date, the "Original 

NEW YORK .. lONDON .. CHICAGO .. PARIS .. lOS ANGeles. WASHINGTON,D.C... SAN FRANCISCO. PHILADelPHIA. PITTSBURGH • OAKLAND 

MUNICH .. ABU DHABI. PRINCeTON • NORTHeRN VIRGINIA. WILMINGTON. BIRMINGHAM. DUBAI. CeNTURY CITY. RICHMOND. GReece 

reedsmith.com 

US_ACTIVE-100884096.4-SAKEEN 12/11108 4:37 PM 
Mr. Robert E. Plaze 

December 11, 2008 

Page 2 

Agreement"), among the Mfiliate, the Fund and certain other affiliated money market funds. The 

Division has previously taken a no-action position with respect to the Agreement in response to a 

request dated November 14,2007. The Agreement amends the Original Agreement to (a) reflect that the 

Agreement is now limited to the Fund, (b) increase the Maximum Contribution Amount specified in the 

Agreement and (c) extend the fmal termination date of the Agreement to November 6, 2009. We are 

requesting that the Division affirm its no-action position with respect to these amendments. 

As with the Original Agreement, upon a sale or other ultimate disposition of a Covered 

Security,l the Agreement would obligate the Affiliate to make a cash contribution to the Fund (up to the 

Maximum Contribution Amount) sufficient to restore the Fund's NAY to the Minimum NAY Per Share. 

The Affiliate would not obtain any shares or other consideration from the Fund for its contribution; and 

the Fund would agree to retain the contribution and not to include it in any dividends or distributions. 

The Agreement will be in the form attached to this letter. The Agreement will terminate on 

November 6,2009. The Fund is obligated to sell the Covered Securities on the business day immediately 

prior to the termination ofthe Agreement ifthe sale would require the Affiliate to make a payment to the 

Fund. 

The Affiliate's obligations have not been rated by any NRSRO. The Parent will provide the 

Fund with a written guarantee of the Affiliate's obligation to make contributions under the Agreement. 

The Parent's guarantee will be unconditional and will continue until the termination of the Agreement. 

The Board will direct the Fund to sell the Covered Securities if, following any downgrading of the 

Parent's credit ratings, the Affiliate's obligations would no longer qualify as First Tier Securities and 

that such sale would require the Affiliate to make a payment to the Fund. If such sale would not require 

such payment, the Agreement would terminate. 

2. Board Consideration ofthe Restated Capital Support Agreement 

The process of restructuring each of the Covered Securities is continuing and is unlikely to be 

completed before the scheduled termination of the Original Agreement on December 13, 2008. 

Moreover, current market conditions continue to create a risk of an unanticipated default that would add 

to the Covered Securities. The Board therefore held meetings on November 11 and December 10, 2008 

at which they approved an extension of the termination date of the Agreement to November 6,2009. At 

these meetings, the Adviser provided the Board with financial and other information, including among 

other things, the Adviser's belief (i) that the Maximum Contribution Amounts continue to be sufficient 

to support the Fund's Minimum Permissible NAY; and (ii) that a greater value could be realized on the 

Covered Securities if the Agreement continued until the restructuring of the Covered Securities was 

completed and the government's efforts to improve market conditions took full effect, than if the 

Agreement terminated on December 13, 2008. Based upon such information, the Board concluded that it 

would be in the best interest ofthe Fund and its shareholders to continue to hold the Covered Securities 

and extend the termination date of the Agreement to November 6, 2009. The Board has furnished the 

Division with a letter summarizing the basis for its conclusions. 

The Agreement also: 

Contributions may be required under the Agreement in the event of(i) a sale of any Covered 

Securities, (ii) receipt of final payment on any Covered Securities, (iii) a court order discharging liability 

for any Covered Securities and (iv) an exchange ofCovered Securities for other Eligible Securities, in 

each case where the amount of payments received andlor the market value ofthe Eligible Securities 

received is less than the amortized cost value ofthe Covered Securities. 

1 
Mr. Robert E. Plaze 

December 11, 2008 

Page 3 

(a)	 amends the definition of Contribution Event to include the receipt by the Fund of 

Replacement Securities (as defined in the Agreement) having a value less than the thencurrent amortized cost value of the Covered Securities in connection with any 

restructuring of the issuer of the Covered Securities occurring on or after April 1, 2009, 

unless the Board determines that no option other than receipt of such Replacement 

Securities would be in the best interests of the Fund, in light of the Board's fiduciary 

duties to the Fund under applicable law; and 

(b)	 includes a provision stating that if the Board determined that the Maximum Contribution 

Amount would not be sufficient to support the Fund's Minimum Permissible NAV, it 

could, at its option, cause the Fund to sell the Covered Securities and trigger a 

Contribution Event. 

The Fund would remain obligated to sell the Covered Securities on the business day immediately prior 

to the termination ofthe Agreement ifthe sale would require the Affiliate to make a payment to the 

Fund. 

The Board has reviewed the Agreement and has concluded that that it is in the best interest ofthe 

Funds and its shareholders. In addition, the Board's delegate has determined, based on the Parent's 

guarantee, that the Affiliate's obligations are Eligible Securities as dermed in Rule 2a-7(a)(l0); and that 

the Affiliate's obligations continue to present minimal credit risks under Rule 2a-7(3)(c)(i). The Board, 

including the Independent Trustees, has, subject to receipt of the requested no-action position, therefore 

authorized the Fund to enter into the Agreement. 

3.	 Need for No-Action Relief 

The Affiliate is an "affiliated person" or an "affiliated person of an affiliated person" under 

Section 2(a)(3) of the 1940 Act because it and the investment adviser to the Fund are common 

subsidiaries ofthe Parent. The issuance ofthe Agreement to the Fund may be subject to Section 17(a)(l) 

of the 1940 Act, which makes it unlawful for any affiliated person of a registered investment company 

(or any affiliated person of such person) acting as principal to knowingly sell any security or other 

property to the investment company. The proposed arrangement may also fall within Section 17(d) of 

the 1940 Act, which makes it unlawful for any affiliated person (or any affiliated person of such person) 

of a registered investment company to affect any transaction in which such registered investment 

company is a joint, or joint and several participant, with such person. . 

The Parent's operations include subsidiaries that act as broker/dealers and investment .advisers 

registered with the Commission. The issuance of the Agreement by the Affiliate to the Fund therefore 

may be subject to Section 12(d)(3) ofthe 1940 Act, which makes it unlawful for a registered investment 

company to purchase any security issued by or any other interest in the business of any person who acts 

as a broker, dealer or registered investment adviser. The Fund could not rely upon the exemption 

provided under Rule 12d3-1 because the exemption does not extend to affiliated persons of the Fund's 

investment adviser. 

On behalf ofthe Fund, the Affiliate and the Parent, we hereby request that the Division staff give 

its assurance that it will not recommend the Commission take enforcement action against the Fund, the 

Affiliate or the Parent under Section 17(a)(1), Section 17(d) or Section 12(d)(3) ofthe 1940 Act, or the 

rules thereunder, if the Affiliate and the Fund enter into the Agreement, and the Parent guarantees the 

Agreement, as described above. 
Mr. Robert E. Plaze 

December 11, 2008 

Page 4 

If you have any questions or other communications concerning this matter, please call the 

undersigned at (412) 288-1567. 

Very truly yours, 

Stephen 

~~A. Keen
 

Reed Smith LLP
 

Attachment 

SAK:mr