as of March 31, 2008
as of March 31, 2008
Each of the Borrowers listed
on Appendix I hereto
One Financial Center
Mail Stop: MA5-516-03-01
Boston, Massachusetts 02111
Attention: Xxxxxxx Xxxxxx
RE: Eighth Amendment to Loan Agreement
Ladies and Gentlemen:
State Street Bank and Trust Company (the “Bank”) has made available to Columbia Funds Series Trust, Columbia Funds Master Investment Trust, LLC, Columbia Funds Variable Insurance Trust I, Columbia Funds Series 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. (each, a “Borrower”), each acting on behalf of its fund series as the case may be (any such series, a “Fund”) as described on Appendix I attached to the Existing Loan Agreement, a $150,000,000 unsecured uncommitted line of credit (the “Uncommitted Line”) as described in a letter agreement dated September 19, 2005, by and among the Borrowers and the Bank (as amended prior to the date hereof, the Existing Loan Agreement, and as the Existing Loan Agreement, as further amended hereby, the “Loan Agreement”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $150,000,000 dated September 17, 2007 executed by the Borrowers in favor of the Bank (the “Note”). Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to make changes to the Existing Loan Agreement as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers, on behalf of the Funds, and the Bank hereby agree as follows:
| I. | Amendments to Existing Loan Agreement |
1. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Blended Equity Fund, Columbia Emerging Markets Fund, Columbia Energy and Natural Resources Fund, Columbia International Growth Fund, Columbia Select Large Cap Growth Fund, Columbia Pacific/Asia Fund, Columbia Select Small Cap Fund, Columbia Value and Restructuring Fund, Columbia Bond Fund, Columbia Short-Intermediate Bond Fund,
Columbia Select Opportunities Fund, and Columbia Mid Cap Value and Restructuring Fund, each a series of Columbia Funds Series Trust I, and Columbia Overseas Value Fund, a series of Columbia Funds Series Trust (each, a “New Fund” and, together, the “New Funds”) to the terms of the Loan Agreement and Note as Funds thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the date hereof, the New Funds are and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if each of the New Funds had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds.
2. The Borrowers have informed the Bank that on the date hereof certain Funds shall combine with and into certain of the portfolio series of a Borrower constituting existing Funds under the Loan Agreement or certain of the portfolio series of a Borrower constituting New Funds under the Loan Agreement, with a Fund or New Fund being the acquiring and surviving Fund in each respective case, all as described more specifically on Appendix II to this letter amendment (such combinations, the “Combinations”). The Bank hereby acknowledges notice of the Combinations and acknowledges that each of the Combinations constitutes a Permitted Merger under the Loan Agreement; provided that, in each case, no Default shall exist or result from such Combination. Each of the foregoing Funds constituting the acquiring and surviving Fund of each respective Combination acknowledges and hereby expressly assumes, confirms, and agrees to pay, perform, observe and maintain in full force and effect, all of the covenants, agreements, obligations, liabilities and indebtedness, if any, constituting the obligations of the respective acquired Fund, including, without limitation, any and all obligations in respect of principal, interest, fees, expenses, and other amounts payable or to become payable by the respective acquired Fund under the Loan Agreement or the Note. The parties hereto agree that as of the date hereof, Excelsior Funds, Inc. and Excelsior Funds Trust shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents. The parties hereto furthermore agree that as of the May 5, 2008, Excelsior Tax-Exempt Funds, Inc. shall be terminated as a “Borrower” and the acquired Funds thereof shall be terminated as “Funds” for all purposes under the Loan Documents.
3. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Xxxxxxx Global Fund (“CMGF”), a series of Columbia Funds Series Trust (the “CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below), CMGF shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGF. Notwithstanding the foregoing or anything else contained herein, this paragraph 3 shall not become effective unless and until the Borrowers shall have delivered to the Bank, on or prior to May 1, 2008, the following: (i) Federal Reserve Regulation U-1 form executed by CFST and (ii) a copy of a fully executed additional series letter pursuant to which CFST has requested that the Custodian serve as custodian with respect to
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CMGF under the terms of that certain Master Custodian Agreement dated June 13, 2005 by and between Custodian and each registered investment company listed on Appendix A thereto and that after performing its customary due diligence, the Custodian has agreed to so serve. In the event that the above conditions shall not have been satisfied on or prior to April 30, 2008, the provisions of this paragraph shall not be effective, and unless and until such conditions have been satisfied, CMGF shall not be a Fund under the Loan Documents for any purpose. The date on which the conditions of this paragraph are satisfied shall be referred to as the “CMGF Effective Date”.
4. The Appendix I to the Loan Agreement and Note are hereby deleted in their entirety and the Appendix I attached hereto is substituted in each instance therefore to reflect the changes described in paragraphs 1, 2 and 3 above.
5. Section II(14) of the Loan Agreement is hereby amended by restating the following definition appearing therein, in its entirety, to read as follows:
“Adjusted Net Assets” shall mean, as applied to any Fund at any time, (i) the value of the Total Assets of such Fund at such time, less (ii) Total Liabilities (excluding Indebtedness for borrowed money) of such Fund at such time, less (iii) without duplication, the value of any assets segregated for the benefit of, or otherwise subject to any pledge, security interest, hypothecation or other lien or encumbrance in favor of, any party other than the Bank, less (iv) without duplication, the aggregate amount of Excluded Assets.
6. Section II(14) of the Loan Agreement is hereby amended by adding the following definition appearing therein, in appropriate alphabetical order, as follows:
“Excluded Assets” shall have the meaning assigned to such term by the Bank and the Borrowers in writing from time to time.
7. The Exhibit B to the Loan Agreement is hereby deleted in its entirety and the Exhibit B attached hereto is hereby substituted therefor.
| II. | Miscellaneous |
1. Other than as amended hereby, all terms and conditions of the Loan Agreement and all related documents are ratified and affirmed as of the date hereof in order to give effect to the terms hereof.
2. Each of the Borrowers, for itself and on behalf of its respective Funds (including the New Funds and CMGF), but subject (in the case of CFST, on behalf of CMGF) to the satisfaction of the conditions set forth in paragraph 3 above, represents and warrants to the Bank as follows: (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of such Borrower’s representations and warranties contained in Section II(2) of the Loan Agreement is true and correct in all material respects on and as of the date of this letter agreement; (c) the execution, delivery and performance of this letter agreement and the Loan Documents, as amended hereby: (i) are, and will be, within such Borrower’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do
3
not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the Declaration of Trust, Articles of Incorporation or by-laws of such Borrower or any law, rule or regulation applicable to such Borrower or Fund, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) assuming due authorization, execution and delivery by the Bank, each of the Loan Documents, as amended hereby, constitutes the legal, valid, binding and enforceable obligation of such Borrower, on behalf of each of its respective Funds, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
3. Upon receipt of a fully executed copy of this letter agreement and such other documents or instruments as the Bank may reasonably request, this letter agreement shall be deemed to be an instrument under seal and an amendment to the Loan Agreement to be governed by the laws of The Commonwealth of Massachusetts.
4. The Declaration of Trust or other formation document for certain of the Borrowers are on file with the Secretary of The Commonwealth of Massachusetts and the Clerk of the City of Boston or the Delaware Secretary of State, as the case may be, and notice is hereby given that this instrument is executed by the Trustees and officers of such Borrowers 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 Xxxxxxxx.
5. This letter agreement may be executed in counterparts each of which shall be deemed to be an original document.
[Remainder of Page Intentionally Left Blank]
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If the foregoing is acceptable to you, please have an authorized officer of each of the Borrowers execute this letter agreement below where indicated and return the same to the undersigned.
| Very truly yours, | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ Xxxxxxxxxxx Xxxxx | |
| Xxxxxxxxxxx Xxxxx, Vice President | ||
| Acknowledged and Accepted: | ||
| COLUMBIA FUNDS SERIES TRUST, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| COLUMBIA FUNDS VARIABLE INSURANCE TRUST I, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| BANC OF AMERICA FUNDS TRUST, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
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| COLUMBIA FUNDS SERIES TRUST I, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| COLUMBIA FUNDS INSTITUTIONAL TRUST, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| COLUMBIA FUNDS VARIABLE INSURANCE TRUST, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| EXCELSIOR TAX-EXEMPT FUNDS, INC., | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| Terminating Trusts: | ||
| EXCELSIOR FUNDS, INC., | ||
| on behalf of: | ||
| Excelsior Blended Equity Fund | ||
| Excelsior Core Bond Fund | ||
| Excelsior Emerging Markets Fund | ||
| Excelsior Energy & Natural Resources Fund | ||
| Excelsior Intermediate-Term Bond Fund | ||
| Excelsior International Fund | ||
| Excelsior Large Cap Growth Fund | ||
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| Excelsior Pacific/Asia Fund | ||
| Excelsior Short-Term Government Securities Fund | ||
| Excelsior Small Cap Fund | ||
| Excelsior Value & Restructuring Fund | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| EXCELSIOR FUNDS TRUST, | ||
| on behalf of : | ||
| Excelsior Equity Income Fund | ||
| Excelsior Equity Opportunities Fund | ||
| Excelsior International Equity Fund | ||
| Excelsior Mid Cap Value & Restructuring Fund | ||
| By: | /s/ X. Xxxxx Xxxxxxxxxxx | |
| Name: | X. Xxxxx Xxxxxxxxxxx | |
| Title: | Treasurer and Senior Vice President | |
| Acknowledged: | ||
| STATE STREET BANK AND TRUST COMPANY, | ||
| as Custodian | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Vice Chairman | |
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APPENDIX I
List of Borrowers and Funds
COLUMBIA FUNDS SERIES TRUST, on behalf of:
Columbia Asset Allocation Fund II
Corporate Bond Portfolio
Columbia California Intermediate Municipal Bond Fund
Columbia Convertible Securities Fund
Columbia Georgia Intermediate Municipal Bond Fund
Columbia Global Value Fund
Columbia High Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Enhanced Core Fund
Columbia Large Cap Index Fund
Columbia Large Cap Value Fund
Columbia LifeGoal Balanced Growth Portfolio
Columbia LifeGoal Growth Portfolio
Columbia LifeGoal Income & Growth Portfolio
Columbia LifeGoal Income Portfolio
Columbia Xxxxxxx 21st Century Fund
Columbia Xxxxxxx Focused Equities Fund
Columbia Xxxxxxx Global Fund*
Columbia Xxxxxxx International Opportunities Fund
Columbia Maryland Intermediate Municipal Bond Fund
Columbia Mid Cap Index Fund
Columbia Mid Cap Value Fund
Columbia Masters Global Equity Portfolio
Columbia Masters Heritage Portfolio
Columbia Masters International Equity Portfolio
Columbia Multi-Advisor International Equity Fund
Columbia North Carolina Intermediate Municipal Bond Fund
Columbia Overseas Value Fund
Columbia Short Term Municipal Bond Fund
Columbia Short Term Bond Fund
Columbia Small Cap Growth Fund II
Columbia Small Cap Index Fund
Columbia Small Cap Value Fund II
Columbia South Carolina Intermediate Municipal Bond Fund
Columbia Total Return Bond Fund
Columbia Virginia Intermediate Municipal Bond Fund
Mortgage and Asset Backed Portfolio
COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC, on behalf of:
| * | Columbia Xxxxxxx Global Fund to be added effective May 1, 2008 subject to conditions set forth in this Amendment above. |
Columbia International Value Master Portfolio
Columbia Xxxxxxx Growth Master Portfolio
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I, on behalf of:
Columbia High Yield Fund, Variable Series
Columbia Xxxxxxx 21st Century Fund, Variable Series
Columbia Xxxxxxx Focused Equities Fund, Variable Series
Columbia Xxxxxxx Growth Fund, Variable Series
Columbia Xxxxxxx International Opportunities Fund, Variable Series
Columbia Mid Cap Growth Fund, Variable Series
BANC OF AMERICA FUNDS TRUST, on behalf of:
Banc of America Retirement 2005 Portfolio
Banc of America Retirement 2010 Portfolio
Banc of America Retirement 2015 Portfolio
Banc of America Retirement 2020 Portfolio
Banc of America Retirement 2025 Portfolio
Banc of America Retirement 2030 Portfolio
Banc of America Retirement 2035 Portfolio
Banc of America Retirement 2040 Portfolio
COLUMBIA FUNDS SERIES TRUST I, on behalf of:
Columbia Asset Allocation Fund
Columbia Balanced Fund
Columbia Blended Equity Fund
Columbia Bond Fund
Columbia California Tax Exempt Fund
Columbia Common Stock Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Conservative High Yield Fund
Columbia Core Bond Fund
Columbia Disciplined Value Fund
Columbia Dividend Income Fund
Columbia Emerging Markets Fund
Columbia Energy and Natural Resources Fund
Columbia Federal Securities Fund
Columbia Greater China Fund
Columbia High Yield Municipal Fund
Columbia High-Yield Opportunity Fund
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Intermediate Municipal Bond Fund
Columbia International Growth Fund
Columbia International Stock Fund
2
Columbia Large Cap Growth Fund
Columbia Liberty Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia Mid-Cap Growth Fund
Columbia Mid Cap Value and Restructuring Fund
Columbia New Jersey Intermediate Municipal Bond 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 Rhode Island Intermediate Municipal Bond Fund
Columbia Select Large Cap Growth Fund
Columbia Select Small Cap Fund
Columbia Select Opportunities Fund
Columbia Short-Intermediate Bond 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
Columbia World Equity Fund
COLUMBIA FUNDS INSTITUTIONAL TRUST, on behalf of:
CMG Core Bond Fund
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 Growth Fund
CMG Small Cap Value Fund
CMG Small/Mid Cap Fund
CMG Strategic Equity Fund
CMG Ultra Short Term Bond Fund
COLUMBIA FUNDS VARIABLE INSURANCE TRUST, on behalf of:
Columbia Small Cap Value Fund, Variable Series
Columbia Strategic Income Fund, Variable Series
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| Columbia International Fund, Variable Series |
| Columbia Large Cap Value Fund, Variable Series |
| Columbia S&P 500 Index Fund, Variable Series |
| Columbia Mid Cap Value Fund, Variable Series |
| Columbia Asset Allocation Fund, Variable Series |
| Columbia Federal Securities Fund, Variable Series |
| Columbia Small Company Growth Fund, Variable Series |
| Columbia Large Cap Growth Fund, Variable Series |
| Columbia Money Market Fund, Variable Series |
| EXCELSIOR TAX-EXEMPT FUNDS, INC., on behalf of: |
| Excelsior Intermediate-Term Tax-Exempt Fund** |
| Excelsior New York Intermediate-Term Tax-Exempt Fund** |
| ** | Excelsior Intermediate-Term Tax-Exempt Fund and Excelsior New York Intermediate-Term Tax-Exempt Fund to be combined into Columbia Intermediate Municipal Bond Fund and Columbia New York Intermediate Municipal Bond Fund, respectively, with Columbia Intermediate Municipal Bond Fund and Columbia New York Intermediate Municipal Bond Fund being the surviving funds effective May 5, 2008 subject to conditions set forth in this Amendment above. |
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APPENDIX II
Combinations
| Excelsior Acquired Fund |
Corresponding Columbia Acquiring Fund | |
| Excelsior Blended Equity Fund |
Columbia Blended Equity Fund | |
| Excelsior Emerging Markets Fund |
Columbia Emerging Markets Fund | |
| Excelsior Energy and Natural Resources Fund |
Columbia Energy and Natural Resources Fund | |
| Excelsior International Equity Fund |
Columbia International Growth Fund | |
| Excelsior International Fund |
Columbia International Growth Fund | |
| Excelsior Large Cap Growth Fund |
Columbia Select Large Cap Growth Fund | |
| Excelsior Pacific/Asia Fund |
Columbia Pacific/Asia Fund | |
| Excelsior Small Cap Fund |
Columbia Select Small Cap Fund | |
| Excelsior Value and Restructuring Fund |
Columbia Value and Restructuring Fund | |
| Excelsior Core Bond Fund |
Columbia Bond Fund | |
| Excelsior Intermediate-Term Bond Fund |
Columbia Short-Intermediate Bond Fund | |
| Excelsior Equity Opportunities Fund |
Columbia Select Opportunities Fund | |
| Excelsior Mid Cap Value and Restructuring Fund |
Columbia Mid Cap Value and Restructuring Fund | |
| Excelsior Equity Income Fund |
Columbia Dividend Income Fund | |
| Excelsior Short-Term Government Securities Fund |
Columbia Short Term Bond Fund | |
| Excelsior Short-Term Tax-Exempt Securities Fund |
Columbia Short Term Municipal Bond Fund | |
| Excelsior California Short-Intermediate Term |
Columbia California Intermediate Municipal | |
| Tax-Exempt Income Fund |
Bond Fund | |
| Excelsior Intermediate-Term Tax-Exempt Fund** |
Columbia Intermediate Municipal Bond Fund | |
| Excelsior New York Intermediate-Term** |
Columbia New York Intermediate Municipal | |
| Tax-Exempt Fund |
Bond Fund |
