RE: Second Amendment to Loan Agreement
As of June 7, 2006
Each of the Borrowers listed
on Appendix I hereto
One Financial Center
Mail Stop: MA5-516-03-01
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
| RE: | Second Amendment to Loan Agreement |
Ladies and Gentlemen:
State Street Bank and Trust Company (the “Bank”) has made available to Columbia Funds Series Trust (formerly known as Nations Funds Trust), Columbia Funds Master Investment Trust (formerly known as Nations Master Investment Trust) and Columbia Funds Variable Insurance Trust I (formerly known as Nations Separate Account Trust) (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 hereto, 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, the “Loan Agreement”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by a promissory note in the original principal amount of $150,000,000 dated September 19, 2005 executed by the Borrowers in favor of the Bank (the “Existing 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 amend the Loan Agreement in certain respects as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank hereby agree as follows:
| I. | Amendments to Loan Agreement and Note |
1. The Borrowers have requested, and the Bank has agreed, to (a) the addition of Banc of America Funds Trust (the “New Borrower”) to the terms of the Loan Agreement and the Note as a Borrower thereunder, and (b) the addition 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, and Banc of America Retirement 2040 Portfolio, each a series of the New Borrower, 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, (a) the New Borrower is 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 the New Borrower had been a “Borrower” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Borrower” (or any other relevant term used to describe the Borrowers thereunder) shall hereafter be deemed to be references to the New Borrower, and (b) 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 names of a Borrower and certain Funds have changed as reflected in Appendix I attached hereto.
3. The Borrowers have informed the Bank that effective as of April 28, 2006 each of Nations Asset Allocation Portfolio, Nations Small Company Portfolio and Nations Value Portfolio (the “Group 1 Funds”) were combined with and into certain portfolio series of a trust which is not (and will not become) a Borrower under the Loan Agreement, with the portfolio series of such non-Borrower trust being the survivor in each case (the “Group 1 Combinations”). Accordingly, the parties hereto agree that, subject to payment and satisfaction in full of all principal, interest, fees and other obligations or amounts owing by each such merged Fund under the Loan Agreement, each such merged Fund shall be terminated as a “Fund” for all purposes under the Loan Agreement and Note. The Bank hereby consents to such Group 1 Combinations and waives the restrictions of Section II(1)(d)(vi) of the Loan Agreement solely for purposes of permitting the Group 1 Combinations.
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 through 3 above.
| II. | Execution of Amended and Restated Note |
The Borrowers shall execute and deliver to the Bank an amended and restated promissory note dated as of the date hereof in the original principal amount of $150,000,000 (the “Amended and Restated Note”), which shall amend, restate, supersede and replace the Existing Note and any and all previous promissory notes made by the Borrowers to the order of the Bank in connection with the Uncommitted Line. Any Loans outstanding as of the date hereof shall be deemed to be outstanding under the Amended and Restated Note, and the Borrowers agree that any subsequent Loans made to the Borrowers by the Bank shall be evidenced by the Amended and Restated Note. All references to the Existing Note in the Loan Agreement shall hereafter be deemed to be references to the Amended and Restated Note.
| III. | Miscellaneous |
1. Other than as amended hereby, all terms and conditions of the Loan Agreement, the Note, 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 (including the New Borrower), for itself and on behalf of its respective Funds (including the New Funds) represent and warrant 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 the representations and warranties of the Borrowers 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 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 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) 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. This letter agreement may be executed in counterparts each of which shall be deemed to be an original document.
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, Assistant Vice President | ||
Accepted and Agreed to:
Acknowledged and Accepted:
| COLUMBIA FUNDS SERIES TRUST, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Chief Accounting Officer | |
| COLUMBIA FUNDS MASTER INVESTMENT TRUST, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Chief Accounting Officer | |
| COLUMBIA FUNDS VARIABLE INSURANCE TRUST I (formerly Nations Separate Account Trust), | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Chief Accounting Officer | |
| BANC OF AMERICA FUNDS TRUST, | ||
| on behalf of its fund series as listed in Appendix I attached hereto | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Chief Accounting Officer | |
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 Florida Intermediate Municipal Bond Fund
Columbia Georgia Intermediate Municipal Bond Fund
Columbia Global Value 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 International Opportunities Fund
Columbia Xxxxxxx Mid Cap Growth 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 Municipal Income Fund
Columbia North Carolina Intermediate Municipal Bond Fund
Columbia Short Term Municipal Bond Fund
Columbia Short Term Bond Fund
Columbia Small Cap Index Fund
Columbia Small Cap Value Fund II
Columbia South Carolina Intermediate Municipal Bond Fund
Columbia Texas 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, on behalf of:
Columbia High Income Master Portfolio
Columbia Intermediate Core Bond Master Portfolio
Columbia International Value Master Portfolio
Columbia Large Cap Core Master Portfolio
Columbia Xxxxxxx Focused Equities Master Portfolio
Columbia Xxxxxxx Growth Master Portfolio
Columbia Small Cap Growth Master Portfolio II
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I (formerly Nations Separate Account Trust), on behalf of:
Columbia High Yield Fund, Variable Series (formerly Nations High Yield Bond Portfolio)
Columbia Xxxxxxx 21st Century Fund, Variable Series (formerly Nations Xxxxxxx 21st Century Portfolio)
Columbia Xxxxxxx Focused Equities Fund, Variable Series (formerly Nations Xxxxxxx Focused Equities Portfolio)
Columbia Xxxxxxx Growth Fund, Variable Series (formerly Nations Xxxxxxx Growth Portfolio)
Columbia Xxxxxxx International Opportunities Fund, Variable Series (formerly Nations Xxxxxxx International Opportunities Portfolio)
Columbia Xxxxxxx XxxXxx Growth Fund, Variable Series (formerly Nations Xxxxxxx MidCap Growth Portfolio)
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
