AMENDMENT AGREEMENT NO. 1
This AMENDMENT AGREEMENT NO. 1 is made as of July 22, 2005 by and among
the entities listed on the signature pages hereof (collectively, the
"Entities"), the lending institutions listed on the signature pages hereof (the
"Banks"), State Street Bank and Trust Company, as operations agent for itself
and such other lending institutions (the "Operations Agent"), and State Street
Bank and Trust Company, as administrative agent for itself and such other
lending institutions (the "Administrative Agent"). Certain of the Entities are
entering into this Amendment on behalf of certain of their Series (as defined in
the Credit Agreement referred to below), as set forth on Schedule 2 to the
Credit Agreement.
WHEREAS, the Entities, the Banks, the Operations Agent, and the
Administrative Agent entered into a Credit Agreement, dated as of July 23, 2004
(the "Credit Agreement"); and
WHEREAS, Dankse Bank A/S, New York Branch has elected not to extend its
Commitment beyond the Termination Date currently in effect, each of State Street
Bank and Trust Company and PNC Bank, National Association has decided to
decrease its Commitment Amount, and each of Lloyds TSB Bank plc and Banco Bilbao
Vizcaya Argentaria S.A. has agreed to become a Bank under the Credit Agreement;
and
WHEREAS, the parties hereto wish to amend the Credit Agreement to, among
other things, reflect such changes in Commitment Amounts, extend the Termination
Date as set forth herein, remove certain Series from, and add certain Additional
Series to, Schedule 2, and add each of Liberty Variable Investment Trust and
SteinRoe Investment Trust as Entities for all purposes of the Credit Agreement
and the other Loan Documents, in each case on behalf of certain of its series;
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
Section 2. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by deleting the
date "July 22, 2005" where it appears in the definition of Termination Date and
substituting therefor the date "July 21, 2006".
(b) Section 3.01(b) of the Credit Agreement is hereby amended by deleting
such Section in its entirety, and substituting therefor the following:
(b) After the Effective Date, upon the written consent of the
Operations Agent and each of the Banks:
(i) any Additional Series may become a Series hereunder and
for all purposes of the Loan Documents, in each case only when the
applicable Entity, on behalf of such Additional Series, shall have
delivered to the Operations Agent an executed addendum to each of
the Loan Documents reflecting the addition of such
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Additional Series, along with copies of each of the documents
required by Section 3.01(a)(iii), (iv), (v), (vi), (vii) and (ix)
with respect to such Additional Series, each of the foregoing in
form and substance satisfactory to the Operations Agent; and
(ii) any other investment company registered under the
Investment Company Act for which Columbia Management Advisors, Inc.
or one of its Affiliates acts as investment advisor may become a
party to this Agreement as an Entity on behalf of itself or certain
of its series and be deemed a Borrower for all purposes of this
Agreement and the other Loan Documents by executing an instrument of
adherence in form and substance satisfactory to the Operations
Agent, which instrument shall (A) include a revised Schedule 2
reflecting the participation of such investment company and its
participating series, if applicable and (B) be accompanied by the
documents and instruments required to be delivered by each Borrower
pursuant to Section 3.01(a), in each case in form and substance
satisfactory to the Operations Agent.
The Operations Agent shall promptly provide written notice to the
Borrowers when all of the requirements of this clause (b) of this Section
3.01 have been satisfied.
(c) Section 5.09 of the Credit Agreement is hereby amended by deleting
such Section in its entirety, and substituting therefor the following:
SECTION 5.09. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. The
Borrower will not consolidate or merge with or into any other Person or
reorganize its assets into a non-series entity, nor will the Borrower
sell, lease or otherwise transfer, directly or indirectly, all or any
substantial part of its assets to any other Person except that:
(a) the Borrower may sell its assets in the ordinary course of
business as described in its Prospectus;
(b) the Borrower may merge, consolidate or reorganize with or
into any other Borrower, or sell or otherwise transfer all or any
substantial part of its assets to any other Borrower provided that, in
each such case, the Borrower shall notify the Banks in writing of its
intention to so consolidate, merge or reorganize with or into, or sell or
transfer its assets to, such other Borrower no later than fifteen (15)
days prior to the date of the proposed consolidation, merger,
reorganization, sale or transfer; and
(c) the Borrower may merge, consolidate, or reorganize its
assets with or into any other entity, liquidate its assets, or sell or
otherwise transfer all or any substantial part of its assets to any other
entity, provided that, in each case:
(i) the Borrower shall notify the Banks in writing of its
intention to so consolidate, merge, reorganize, liquidate, sell or
otherwise transfer its assets no later than fifteen (15) days prior
to the date of such proposed consolidation, merger, reorganization,
liquidation, sale or transfer;
(ii) if the Borrower shall liquidate its assets then (1) the
Borrower shall deliver to the Banks a revised Schedule 2 hereto
which gives effect to such liquidation, (2) all Obligations of such
Borrower shall have been paid in full on or prior to the date of
such liquidation and (3) from and after the date of liquidation,
such Borrower shall no longer be a Borrower under this Agreement and
such Borrower shall no longer be permitted to request any Borrowing;
and
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(iii) if the Borrower shall merge, consolidate or reorganize
its assets with or into any other entity and the Borrower shall not
be the surviving entity of such merger, consolidation or
reorganization, or if the Borrower shall sell or transfer all or
substantially all of its assets to any other entity, then, unless
the surviving entity of such merger, consolidation or reorganization
or the entity to which the Borrower shall have sold or otherwise
transferred all or any substantial part of its assets shall have
become a party to this Credit Agreement and the other Loan Documents
in accordance with Section 3.01(b) hereof, (1) the Borrower shall
deliver to the Banks a revised Schedule 2 hereto which gives effect
to such consolidation, merger, reorganization, liquidation, sale or
transfer, (2) all Obligations of such Borrower shall have been paid
in full on or prior to the date of such consolidation, merger,
reorganization, liquidation, sale or transfer and (3) from and after
the date of such consolidation, merger, reorganization, liquidation,
sale or transfer such Borrower shall no longer be a Borrower under
this Agreement and such Borrower shall no longer be permitted to
request any Borrowing.
The Borrower will not invest all of its investable assets in any other
open-end management investment company or otherwise employ a master-feeder
or fund of funds investment structure or any other multiple investment
company structure.
(d) All references in the Credit Agreement to the Floating Rate LLC and
all provisions in the Credit Agreement that are applicable to the Floating Rate
LLC are hereby deleted.
(e) Schedule 1 to the Credit Agreement is hereby amended by deleting such
schedule in its entirety, and substituting therefor the Schedule 1 attached
hereto.
(f) Schedule 2 to the Credit Agreement is hereby amended by deleting such
schedule in its entirety, and substituting therefor the Schedule 2 attached
hereto.
(g) Lloyds TSB Bank plc shall have the title of Senior Managing Agent with
respect to the Credit Agreement and each of the other Loan Documents. The Senior
Managing Agent shall not have any rights, duties or responsibilities under the
Credit Agreement or any of the other Loan Documents in such capacity.
(h) Each Bank (other than PNC Bank National Association), by its signature
hereto, hereby confirms that it has not, as of the date hereof, requested that
any Borrower deliver a Note under Section 2.04 of the Credit Agreement for the
Loans made or to be made by such Bank to such Borrower under the Credit
Agreement as amended hereby.
Section 3. INSTRUMENT OF ADHERENCE. Each of the Banks and the Agents
hereby agrees that (a) each of the Liberty Variable Investment Trust and the
Xxxxx Xxx Variable Investment Trust (the "New Trusts") shall become an Entity
for all purposes of the Credit Agreement and each of the other Loan Documents
and that each of the series of such New Trust listed on Schedule 2 as amended
hereby shall be a Series of such Entity for purposes of the Credit Agreement and
each of the other Loan Documents and (b) CMG Core Bond Fund shall be added as a
Series of the CMG Fund Trust, in each case upon the execution and delivery of
such New Trust or the CMG Fund Trust, as applicable, of an Instrument of
Adherence substantially in the form of Appendix A attached hereto duly executed
by such Entity on behalf of such Series and the satisfaction of each of the
conditions precedent set forth therein.
Section 4. REPRESENTATIONS AND WARRANTIES. Each Borrower severally
represents and warrants as to itself and, if the Borrower is an Entity acting on
behalf of one or more of its Series, such Borrower also represents and warrants
as to such Entity, where applicable, that:
(a) Representations and Warranties in Credit Agreement. Its
representations and warranties contained in the Credit Agreement, as amended
hereby, and in each of the other Loan Documents is true and correct in all
material respects on and as of the date hereof, with the same effect as if set
forth herein.
(b) No Default. No Default or Event of Default has occurred and is
continuing.
(c) Authority, Etc. The execution, delivery and performance by the
Borrower of this Amendment, the Credit Agreement and each of the other Loan
Documents to which the Borrower is a party, in each case, as amended hereby (the
"Amended Loan Documents"), are within the Borrower's corporate or trust powers,
as applicable, have been duly authorized by all necessary corporate or trust
action, as applicable, require no authorization or action by or in respect of,
or filing with, any governmental body, agency or official or any shareholder or
creditor of the Borrower, and do not contravene, or constitute a default under,
any provision of applicable law or regulation (including, without limitation,
the Investment Company Act), the certificate or articles of organization or
incorporation or declaration of trust, as applicable, or by-laws of the
Borrower, any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower or the Borrower's most recent Prospectus, or result in
the creation or imposition of any Lien on any asset of the Borrower.
(d) Enforceability of Obligations. This Amendment has been duly executed
and delivered by the Borrower and this Amendment and each of the Amended Loan
Documents constitutes the valid and legally binding obligation of the Borrower,
in each case enforceable against it in accordance with their respective terms
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, fraudulent conveyance, fraudulent transfer,
moratorim or other similar laws of general application affecting the enforcement
of creditors' rights or be general principles of equity limiting the
availability of equitable remedies.
Section 5. EFFECTIVENESS. This Amendment shall be effective as of the date
first written above upon the satisfaction of each of the following conditions
precedent:
(a) each of the parties hereto shall have executed and delivered this
Amendment;
(b) receipt by the Operations Agent for the account of PNC Bank National
Association of a Note in the amount equal to such Bank's Commitment
Amount as amended hereby or, if less, the aggregate unpaid principal
amount of such Bank's Loans;
(c) receipt by the Operations Agent of a Form F.R.U-1 in favor of each
of the Banks, and all other documents, opinions and instruments it
may reasonably request relating to compliance with applicable rules
and regulations promulgated by the Federal Reserve Board;
(d) receipt by the Operations Agent of a manually signed certificate
from the Secretary of each Entity in form and substance satisfactory
to the Operations Agent as to the incumbency of, and bearing manual
specimen signatures of, the officers of such Entity who are
authorized to execute and take actions under the Loan Documents, and
certifying (i) such Entity's certificate or articles of
incorporation or organization or declaration of trust, as
applicable, and by-laws as then in effect, and (ii) duly authorized
resolutions of such Entity's Board of Directors or Board of
Trustees, as applicable, authorizing for such Entity and, if
applicable, each Series thereof, the transactions contemplated
hereby;
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(e) receipt by the Operations Agent of certificates dated as of a recent
date that are satisfactory to the Operations Agent and reflect that
each Entity is legally existing, in good standing and qualified to
engage in business in the jurisdiction in which it was organized or
formed and in each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification;
(f) receipt by the Operations Agent of an opinion of Ropes & Xxxx LLP,
counsel to the Borrowers, which is satisfactory to the Operations
Agent in all respects;
(g) receipt by the Operation Agent, for its own account, of its agent's
fee as agreed upon separately by the Borrowers and the Operations
Agent; and
(h) receipt by the Operations Agent of payment of all fees and expenses
(including fees and disbursements of special counsel for the
Operations Agent) then payable hereunder.
Section 6. REAFFIRMATION OF THE BORROWERS. Each of the Borrowers ratifies
and confirms in all respects all of its obligations to the Banks under the
Credit Agreement, the Notes and the other Loan Documents and hereby affirms its
absolute and unconditional promise to pay to the Banks the Loans made to it and
all other amounts due from it under the Credit Agreement as amended hereby.
Section 7. MISCELLANEOUS. This Amendment is a contract under seal under
the laws of the Commonwealth of Massachusetts and shall for all purposes be
construed in accordance with and governed by the laws of said Commonwealth
(excluding the laws applicable to conflicts or choice of law). Except as
specifically amended by this Amendment, the Credit Agreement and all other
agreements and instruments executed and delivered in connection with the Credit
Agreement shall remain in full force and effect. This Amendment is limited
specifically to the matters set forth herein and does not constitute directly or
by implication an amendment or waiver of any other provision of the Credit
Agreement or any of the other Loan Documents. This Amendment may be executed in
several counterparts and by each party on a separate counterpart, each of which
when so executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Amendment it shall not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought. This Amendment shall constitute a Loan
Document.
A copy of each Entity's agreement and declaration of trust is on file with
the Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed by the Trustees and officers of such Entity as
Trustees and officers, as the case may be, and not individually and that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the appropriate Entity.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as an agreement under seal by their respective authorized officers
as of the date first above written.
COLUMBIA FUNDS TRUST I, on behalf of
its Series Columbia High Yield
Opportunity Fund, Columbia
Strategic Income Fund, Columbia
Tax-Managed Growth Fund, Columbia
Tax-Managed Growth Fund II and
Columbia Tax-Managed Value Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FUNDS TRUST II, on behalf
of Columbia Newport Greater China
Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FUNDS TRUST III, on behalf
of its Series Columbia Federal
Securities Fund, Columbia
Intermediate Government Income
Fund, Columbia Global Equity
Fund, Columbia Quality Plus Bond
Fund, Columbia Mid Cap Value Fund
and Columbia Liberty Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FUNDS TRUST IV, on behalf
of its Series Columbia Tax-Exempt
Fund, Columbia Tax-Exempt Insured
Fund and Columbia Utilities Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
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COLUMBIA FUNDS TRUST V, on behalf of
its Series Columbia California
Tax-Exempt Fund, Columbia
Connecticut Intermediate
Municipal Bond Fund, Columbia
Connecticut Tax-Exempt Fund,
Columbia Florida Intermediate
Municipal Bond Fund, Columbia
Intermediate Tax-Exempt Bond
Fund, Columbia Large Company
Index Fund, Columbia
Massachusetts Intermediate
Municipal Bond Fund, Columbia
Massachusetts Tax-Exempt Fund,
Columbia New Jersey Intermediate
Municipal Bond Fund, Columbia New
York Intermediate Municipal Bond
Fund, Columbia New York
Tax-Exempt Fund, Columbia
Pennsylvania Intermediate
Municipal Bond Fund, Columbia
Rhode Island Intermediate
Municipal Bond Fund, Columbia
Small Company Index Fund and
Columbia US Treasury Index Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FUNDS TRUST VI, on behalf
of its series Columbia Growth and
Income Fund and Columbia Small
Cap Value Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FUNDS TRUST VII, on behalf
of its series Columbia Newport
Tiger Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FUNDS TRUST VIII, on behalf
of its series Columbia Income
Fund and Columbia Intermediate
Bond Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FUNDS TRUST IX, on behalf
of its series Columbia High-Yield
Municipal Fund and Columbia
Managed Municipals Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
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COLUMBIA FUNDS TRUST XI, on behalf
of its series Columbia Asset
Allocation Fund, Columbia Large
Cap Growth Fund, Columbia
Disciplined Value Fund, Columbia
Growth Stock Fund, Columbia Large
Cap Core Fund, Columbia Small Cap
Fund, Columbia Small Company
Equity Fund, Columbia Dividend
Income Fund and Columbia Young
Investor Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA BALANCED FUND, INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA FIXED INCOME SECURITIES
FUND, INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA HIGH YIELD FUND, INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA INTERNATIONAL STOCK FUND,
INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA OREGON MUNICIPAL BOND FUND,
INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA REAL ESTATE EQUITY FUND,
INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA SHORT TERM BOND FUND, INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
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COLUMBIA SMALL CAP GROWTH FUND, INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA MID CAP GROWTH FUND, INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA STRATEGIC INVESTOR FUND,
INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
COLUMBIA TECHNOLOGY FUND, INC.
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
CMGFUND TRUST, on behalf of its
series CMG Enhanced S&P 500 Index
Fund, CMG High Yield Fund, CMG
International Stock Fund, CMG
Large Cap Growth Fund, CMG Large
Cap Value Fund, CMG Mid Cap
Growth Fund, CMG Mid Cap Value
Fund, CMG Short Term Bond Fund,
CMG Small Cap Fund, CMG Small Cap
Growth Fund, CMG Small Cap Value
Fund, CMG Small/Mid Cap Fund, CMG
Strategic Equity Fund, and CMG
Ultra Short Term Bond Fund
By:/s/XXXXXXX XXXXXX
Title: Chief Accounting Officer
STATE STREET BANK AND TRUST COMPANY,
Individually, as Operations
Agent and as Administrative Agent
By:/s/XXXX XXXXXXXX
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:/s/XXXXX XXXXXXX
Title: Vice President
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SOCIETE GENERALE, NEW YORK BRANCH
By:/s/XXXXX XXX
Title: Vice President
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Each of the undersigned, by its signature hereto, hereby (a) agrees to
become a Bank under and as defined in the Credit Agreement as amended hereby,
(b) confirms that it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section
5.01 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to become a Bank under
and as defined in the Credit Agreement as amended hereby, (c) agrees that it
will, independently and without reliance upon the Agent or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement, (d) appoints and authorizes each of the Operations
Agent and the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Agreement and the other Loan
Documents as are delegated to such Agent by the terms thereof, together with
such powers as are reasonably incidental thereto, (e) agrees that it will
perform in accordance with their terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Bank and (f)
confirms that it has not requested a Note under Section 2.04 of the Credit
Agreement to reflect the Loans to be made by the undersigned under the Credit
Agreement as amended hereby.
LLOYDS TSB BANK PLC, individually
and as Senior Managing Agent
By:/s/XXXXX EPERON
Name: Xxxxx Eperon
Title: AVP Financial Institutions
By:/s/XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: AVP Financial Institutions
BANCO BILBAO VIZCAYA ARGENTARIA S.A.
By:/s/XXXXXXXX XXXXXXXXX
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
By:/s/MAITE VIZAN
Name: Maite Vizan
Title: Assistant Vice President
SCHEDULE 1
COMMITMENT PERCENTAGE ON THE EFFECTIVE
DATE OF
BANKS COMMITMENT AMOUNT AMENDMENT AGREEMENT NO. 1
---------------------------------------- ----------------- --------------------------------------
STATE STREET BANK AND TRUST COMPANY $115,000,000 32.8571428571429%
Lending Office:
Lafayette Corporate Center
0 Xxxxxx xx Xxxxxxxxx - 0xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxx, Vice President
Tel: (000) 000-0000
Fax: (000) 000-0000
E-Mail: xxxxxxxxxx@xxxxxxxxxxx.xxx
LLOYDS TSB BANK PLC $100,000,000 28.5714285714286%
Lending Office:
0000 Xxxxxx xx xxx Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Eperon, Assistant
Vice President
Tel: 000-000-0000
Fax: 000 000 0000
Email: xxxxxxx@xxxxxxxxx-xxx.xxx
PNC BANK, NATIONAL ASSOCIATION
$ 50,000,000 14.2857142857143%
Lending Office:
Financial Institutions Group- PHILA
0000 Xxxxxx Xxxxxx
Mail Stop: F2-F070-21-2
Attn: Xxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
E-Mail: xxxxx.xxxxxxx@xxxxxxx.xxx
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SOCIETE GENERALE, NEW YORK BRANCH
$ 50,000,000 14.2857142857143%
Lending Office:
0000 Xxxxxx xx xxx Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx, Vice President
Tel: (000) 000-0000
Fax: (000) 000-0000
E-Mail: xxxxx.xxxxx@xxxxx.xxx
BANCO BILBAO VIZCAYA ARGENTARIA S.A. $ 35,000,000 10.0000000000000%
Lending Office:
0000 Xxxxxx xx xxx Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx, Vice
President
Tel: 000-000-0000
Fax: 000-000-0000
Email: xxxxxxxx.xxxxxx@xxxxxx.xxx
TOTAL:
$350,000,000 100%
SCHEDULE 2
ENTITY: SERIES:
------------------------------------------------------------- ---------------------------------------------
1. COLUMBIA FUNDS TRUST I, ON BEHALF OF - Columbia Strategic Income Fund: 5/31
EACH OF ITS SERIES. - Columbia High-Yield Opportunity Fund: 5/31
- Columbia Tax-Managed Growth Fund: 10/31
Address: - Columbia Tax-Managed Value Fund: 10/31
- Columbia Tax-Managed Growth Fund II: 10/31
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
2. COLUMBIA FUNDS TRUST II, ON BEHALF OF - Columbia Newport Greater China Fund: 8/31
EACH OF ITS SERIES.
Address:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for the series
3. COLUMBIA FUNDS TRUST III, ON BEHALF OF - Columbia Liberty Fund: 9/30
EACH OF ITS SERIES. - Columbia Mid Cap Value Fund: 9/30
- Columbia Global Equity Fund: 3/31
Address: - Columbia Quality Plus Bond Fund: 4/30
- Columbia Intermediate Government Income Fund: 4/30
Xxx Xxxxxxxxx Xxxxxx - Xxxxxxxx Xxxxxxx Securities Fund: 8/31
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
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4. COLUMBIA FUNDS TRUST IV, ON BEHALF OF - Columbia Tax-Exempt Fund: 11/30
EACH OF ITS SERIES. - Columbia Utilities Fund: 11/30
- Columbia Tax-Exempt Insured Fund: 11/30
Address:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
5. COLUMBIA FUNDS TRUST V, ON BEHALF OF - Columbia California Tax-Exempt Fund: 10/31
EACH OF ITS SERIES. - Columbia Massachusetts Tax-Exempt fund: 10/31
- Columbia Connecticut Tax-Exempt Fund: 10/31
Address: - Columbia New York Tax-Exempt Fund: 10/31
- Columbia Large Company Index Fund: 3/31
Xxx Xxxxxxxxx Xxxxxx - Xxxxxxxx Xxxxxxxxxxxxx Intermediate Municipal Xxxx
Xxxxxx, XX 00000 Fund: 10/31
- Columbia Intermediate Tax-Exempt Bond Fund: 10/31
Nature and Jurisdiction of Incorporation or Organization: - Columbia Small Company Index Fund: 3/31
- Columbia US Treasury Index Fund: 3/31
Massachusetts Business Trust - Columbia Rhode Island Intermediate Municipal Bond Fund: 10/31
Fiscal Year End: As indicated for each series - Columbia Connecticut Intermediate Municipal Bond Fund: 10/31
- Columbia New York Intermediate Municipal Bond Fund: 10/31
- Columbia New Jersey Intermediate Municipal Bond Fund: 10/31
- Columbia Florida Intermediate Municipal Bond Fund: 10/31
- Columbia Pennsylvania Intermediate Municipal Bond Fund: 10/31
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6. COLUMBIA FUNDS TRUST VI, ON BEHALF OF - Columbia Growth and Income Fund: 7/31
EACH OF ITS SERIES. - Columbia Small-Cap Value Fund: 6/30
Address:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
7. COLUMBIA FUNDS TRUST VII, ON BEHALF OF - Columbia Newport Tiger Fund: 8/31
EACH OF ITS SERIES.
Address:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
8. COLUMBIA FUNDS TRUST VIII, ON BEHALF OF - Columbia Intermediate Bond Fund: 3/31
EACH OF ITS SERIES. - Columbia Income Fund: 3/31
Address:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
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9. COLUMBIA FUNDS TRUST IX, ON BEHALF OF - Columbia Managed Municipals Fund: 6/30
EACH OF ITS SERIES. - Columbia High Yield Municipal Fund: 6/30
Address:
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
10. COLUMBIA FUNDS TRUST XI, ON BEHALF OF - Columbia Large Cap Growth Fund: 9/30
EACH OF ITS SERIES. - Columbia Growth Stock Fund: 9/30
- Columbia Young Investor Fund: 9/30
Address: - Columbia Small Cap Fund: 9/30
- Columbia Large Cap Core Fund: 9/30
One Financial Center - Columbia Asset Allocation Fund: 9/30
Xxxxxx, XX 00000 - Columbia Small Company Equity Fund: 9/30
- Columbia Dividend Income Fund: 9/30
Nature and Jurisdiction of Incorporation or Organization: - Columbia Disciplined Value Fund: 9/30
Massachusetts Business Trust
Fiscal Year End: As indicated for each series
11. COLUMBIA BALANCED FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or Organization:
Oregon Corporation
Fiscal year end: 8/31
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12. COLUMBIA FIXED INCOME SECURITIES FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
13. COLUMBIA HIGH YIELD FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
14. COLUMBIA INTERNATIONAL STOCK FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
-6-
15. COLUMBIA OREGON MUNICIPAL BOND FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
16. COLUMBIA REAL ESTATE EQUITY FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
17. COLUMBIA SHORT TERM BOND FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
-7-
18. COLUMBIA SMALL CAP GROWTH FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
19. COLUMBIA MID-CAP GROWTH FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
20. COLUMBIA STRATEGIC INVESTOR FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
-8-
21. COLUMBIA TECHNOLOGY FUND, INC. - None
Address:
0000 X.X. Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Nature and Jurisdiction of Incorporation or
Organization:
Oregon Corporation
Fiscal year end: 8/31
22. CMG FUND TRUST, ON BEHALF OF EACH OF ITS SERIES. - CMG Core Bond Fund: 7/31
[AFTER GIVING EFFECT TO THE INSTRUMENT OF
ADHERENCE TO BE DELIVERED PURSUANT TO
Address: SECTION 3 OF AMENDMENT AGREEMENT NO. 1]
0000 X.X. Xxxxx Xxxxxx - CMG Enhanced S&P 500 Index Fund: 7/31
X.X. Xxx 0000 - XXX Xxxx Xxxxx Xxxx: 7/31
Xxxxxxxx, Xxxxxx 00000 - CMG International Stock Fund: 7/31
- CMG Large Cap Growth Fund: 7/31
Nature and Jurisdiction of Incorporation or - CMG Large Cap Value Fund: 7/31
Organization: - CMG Mid Cap Growth Fund: 7/31
- CMG Mid Cap Value Fund: 7/31
Oregon Business Trust - CMG Short Term Bond Fund: 7/31
- CMG Small Cap Fund: 7/31
Fiscal year end: As indicated for each series - CMG Small Cap Growth Fund: 7/31
- CMG Small Cap Value Fund: 7/31
- CMG Small/Mid Cap Fund: 7/31
- CMG Strategic Equity Fund: 7/31
- CMG Ultra Short Term Bond Fund: 7/31
-9-
AFTER GIVING EFFECT TO THE DELIVERY OF THE INSTRUMENTS OF ADHERENCE TO BE
DELIVERED PURSUANT TO SECTION 3 OF AMENDMENT AGREEMENT NO. 1:
23. LIBERTY VARIABLE INVESTMENT TRUST - Colonial Small Cap Value Fund, VS
- Colonial Strategic Income Fund, VS
Address: - Columbia High Yield Fund, VS
- Columbia International Fund, VS
One Financial Center - Liberty Growth & Income Fund, VS
Xxxxxx, XX 00000 - Liberty S&P 500 Index Fund, VS
- Liberty Select Value Fund, VS
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal Year End: 12/31
24. STEINROE VARIABLE INVESTMENT TRUST - Liberty Asset Allocation Fund, VS
- Liberty Federal Securities Fund, VS
Address: - Liberty Small Company Growth Fund, VS
- Columbia Large Cap Growth Fund, VS
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Nature and Jurisdiction of Incorporation or Organization:
Massachusetts Business Trust
Fiscal year end: 12/31
APPENDIX A
FORM OF
INSTRUMENT OF ADHERENCE
[INSERT NAME OF ENTITY]
Dated as of ______________, 2005
To the Banks Referred to Below
c/o State Street Bank and Trust Company, as Operations Agent
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is hereby made to the Credit Agreement, dated as of July 23,
2004, as amended (such agreement, as in effect from time to time, the "Credit
Agreement"), among each of the entities listed on the signature pages thereof
(collectively, the "Entities"), the lending institutions listed on the signature
pages hereof (collectively, the "Banks"), State Street Bank and Trust Company,
as operations agent for itself and such other lending institutions (the
"Operations Agent"), and State Street Bank and Trust Company, as administrative
agent for itself and such other lending institutions (the "Administrative
Agent"). Capitalized terms which are used herein without definition and which
are defined in the Credit Agreement shall have the same meanings herein as in
the Credit Agreement.
In reliance on each of the representations, warranties and covenants set
forth herein, each of the Banks and the Agents, by its signature hereto, hereby
agrees that [INSERT NAME OF TRUST] (the "New Trust") [SHALL BECOME AN ENTITY
AND] each of the following series of the New Trust shall become a Series of the
Entity for all purposes of the Credit Agreement and each of the other Loan
Documents as of the date hereof:
[INSERT LIST OF SERIES]
The New Trust covenants and agrees that it shall, on behalf of each of its
Series, comply with and be bound by all of the terms, conditions and covenants
of the Credit Agreement, as amended hereby, and each of the other Loan
Documents. Without limiting the generality of the preceding sentence, the New
Trust, on behalf of each of its Series, hereby promises to duly and punctually
pay or cause to be paid from the assets of each of such Series the principal of
and interest on all Loans made for the benefit of such Series, along with such
Series' allocated share of all fees and expenses under the Loan Documents. The
New Trust acknowledges that, with respect to each of the Series, the term
"Effective Date" as used in Section 4.07 of the Credit Agreement shall mean the
date hereof.
The New Trust, on behalf of each of its Series, severally, and as to such
New Trust, represents and warrants to the Banks and the Agents as follows:
(a) each of the representations and warranties set forth in the Credit
Agreement, as amended hereby, and in each of the other Loan
Documents is true and correct as of the date hereof as to such New
Trust and each of its Series, with the same effect as if set forth
herein;
-2-
(b) since the date on which each of its Series commenced operations,
there has been no material adverse change in the business, financial
position, results of operation or prospects of such Series;
(c) its execution and delivery of this Instrument of Adherence and each
of the documents and instruments executed and delivered in
connection with this Instrument of Adherence (collectively with the
Instrument of Adherence, the "Adherence Documents"), and its
performance of each of the Adherence Documents and each of the Loan
Documents as amended by the Adherence Documents (as so amended,
collectively, the "Amended Loan Documents") and each of the
transactions contemplated hereby), (i) are within its corporate or
trust powers, as applicable, (ii) have been duly authorized by all
necessary corporate or trust action, as applicable, (iii) require no
authorization or action by or in respect of, or filing with, any
governmental body, agency or official or any shareholder or creditor
of the New Trust or any of its Series, and do not contravene, or
constitute a default under, any provision of applicable law or
regulation (including, without limitation, the Investment Company
Act), the certificate or articles of organization or incorporation
or declaration of trust, as applicable, or by-laws of the New Trust,
any agreement, judgment, injunction, order, decree or other
instrument binding upon the New Trust or any of its Series or any of
its Series' most recent Prospectus, or result in the creation or
imposition of any Lien on any asset of the New Trust or any of its
Series;
(d) each of this Instrument of Adherence and the other Adherence
Documents has been duly executed by it and this Instrument of
Adherence, the Adherence Documents and each of the Amended Loan
Documents constitutes the valid and legally binding obligation of
it, in each case enforceable against it in accordance with their
respective terms; and
(e) each of the amended Schedule 2 and Schedule 4.11(c) attached hereto
is true and correct in all respects as it relates to the New Trust
and each of its Series.
This Instrument of Adherence shall become effective as to a Series on the
date that each of the following conditions have been satisfied with respect to
such Series:
(a) receipt by the Operations Agent of a Note substantially in the
form of Exhibit A attached to the Credit Agreement for the account of each
Bank that requests such a Note pursuant to Section 2.04 of the Credit
Agreement, duly executed by the New Trust on behalf of such Series and
evidencing the obligation of the New Trust, on behalf of such Series, to
repay the Loans made by such Bank to the New Trust on behalf of such
Series;
(b) receipt by the Operations Agent of all documents, opinions and
instruments that it may reasonably request relating to compliance with
applicable rules and regulations promulgated by the Federal Reserve Board
(including a duly completed and executed FRB F.R. U-1 as required pursuant
to Regulation U with respect to the New Trust on behalf of such Series)
and other governmental and regulatory authorities;
(c) receipt by the Operations Agent of a manually signed certificate
from the Secretary of the New Trust in form and substance satisfactory to
the Operations Agent as to the incumbency of, and bearing manual specimen
signatures of, the officers of the New Trust who are authorized to execute
and take actions under the Loan Documents, as to the Custodian and
Investment Adviser of such Series,
-3-
and certifying and attaching copies of (i) such Entity's certificate or
articles of incorporation or organization or declaration of trust (with
the designation of such series), as applicable, and by-laws as then in
effect, (ii) duly authorized resolutions of the New Trust's Board of
Trustees authorizing for the New Trust and such Series, the transactions
contemplated hereby, and (iii) the current Prospectus for such Series;
(d) receipt by the Operations Agent of a certificate manually signed
by an authorized officer of the New Trust, on behalf of such Series, to
the effect set forth in clauses (b) (if a Borrowing will occur on the
effective date of this Instrument of Adherence), (c) and (d) of Section
3.02 of the Credit Agreement, such Certificate to be in form and substance
satisfactory to the Operations Agent;
(e) receipt by the Operations Agent of a manually signed Asset
Coverage Ratio Certificate for the New Trust on behalf of such Series;
(f) receipt by the Operations Agent of an Allocation Notice with
respect to each of the Borrowers, after giving effect to the provisions of
this Instrument of Adherence, that has been manually signed by an
authorized officer of each of the Entities (including the New Trust);
(g) receipt by the Operations Agent from the New Trust of a copy of
the certificate or articles of incorporation or organization or
declaration of trust, as applicable, of the New Trust, with all
amendments, certified as of a recent date by the Secretary of State of the
jurisdiction in which such Entity was organized or formed;
(h) receipt by the Operations Agent of certificates dated as of a
recent date that are satisfactory to the Operations Agent and reflect that
the New Trust is legally existing, in good standing and qualified to
engage in business in the jurisdiction in which it was organized or formed
and in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification; and
(i) receipt by the Operations Agent of an opinion of Ropes & Xxxx
LLP, counsel to the New Trust and such Series, in form and substance
satisfactory to the Operations Agent and the Banks.
The New Trust, on behalf of each of its Series, severally shall pay,
whether or not the transactions contemplated hereby are consummated, the
reasonable out-of-pocket costs and expenses of the Operations Agent in
connection with the preparation, execution, delivery and enforcement of each
Adherence Document, including without limitation the reasonable fees and
disbursements of special counsel for the Operations Agent.
A copy of each New Trust's agreement and declaration of trust is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed by the Trustees and officers of such New
Trust as Trustees and officers, as the case may be, and not individually and
that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the appropriate New Trust.
This Instrument of Adherence, upon its acceptance by the Banks and the
Agents, shall constitute a Loan Document and shall also be deemed to be a part
of and attached to each of the
-4-
Notes. Except as otherwise expressly provided by this Instrument of Adherence,
all of the terms, conditions and provisions of the Credit Agreement and each of
the other Loan Documents shall remain the same. It is declared and agreed by
each of the parties hereto that the Credit Agreement and each of the other Loan
Documents, as amended hereby, shall continue in full force and effect, and that
this Instrument of Adherence and each of the Credit Agreement and the other Loan
Documents shall be read and construed as one instrument. This Instrument of
Adherence is intended to take effect as an instrument under seal and is governed
by the laws of the Commonwealth of Massachusetts. This Instrument of Adherence
may be executed in any number of counterparts, but all such counterparts shall
together constitute but one instrument. In making proof of this Instrument of
Adherence it shall not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which enforcement hereof
is sought.
Very truly yours,
[INSERT NAME OF TRUST], ON BEHALF OF
[INSERT NAMES OF SERIES]
By:_____________________________________
Title:
Accepted and Agreed:
[INSERT BANK SIGNATURE BLOCKS]
