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 Money Market Reserves (File No. 811-09645) 

Dear Mr. Keen: 

Your letter ofDecember 11, 2008 requests 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)(3)3 

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

Money Market 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)(1) 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 ofrules 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 tire business of, any broker-dealer, any person engaged 

in the business ofunderwriting, or 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 pennitted by rule 2a-7 under the Act. 

In November 2007 and October 2008, the Trust and the Affiliate entered into and 

amended, respectively, a capital support agreement (as amended, the "Original Agreement") for 

the benefit ofthe Fund, a fonn ofwhich was provided to the staff The Original Agreement 

obligates the Affiliate to make a cash contribution (up to a specified maximum amount) to the 

Fund sufficient to restore the Fund's net asset value (''NAV'') per share to the minimum 

permissible NAV specified in the Original 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. The capital support agreement was amended and 

restated in October 2008 (a) to reflect that the support under the agreement was limited to the 

Fund, (b) to modify the definition of a Covered Security, and (c) to increase the contributions 

payable to the Fund and the maximum contribution amount specified in the Original Agreement. 

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 and amended and restated after the staffofthe 

Division ofInvestment Management infonned the Trust and the Affiliate on November 14,2007 

and October 3, 2008, respectively, that it would not recommend enforcement action to the 

Commission ifthe arrangement was effected.4 

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

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

extend the tennination 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 the following with respect to the Amended Agreement and the extension: 

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

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

2008; 

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

realized on the Covered Securities ifthe Original Agreement was extended until . 

See Columbia Funds Series Trust- Columbia Money Market Reserves, SEC StaffNo-Action 

Letter (Oct. 22, 2008). 

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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 

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.5 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.6 

Very truly yours, 

Sarah 

~~~f G. ten Siethoff 

Senior Counsel 

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

Stephen A. Keen on December 11, 2008. 

The Division ofInvestment 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, howl:?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 staffofthe Division about the availability of no-action 

relief. 

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