AGREEMENT OF AMENDMENT
Dated as of January 31, 2000
Reference is made to (i) that certain Revolving Credit
Agreement dated as of April 12, 1999 (the "Credit Agreement"), between Liberty
Funds Group LLC (the "Borrower"), Corporate Receivables Corporation, Citibank,
N.A. and Citicorp North America, Inc. as agent (the "Agent"), and (ii) that
certain Pledge and Security Agreement dated as of April 12, 1999 (the "Security
Agreement") between Liberty Funds Distributor, Inc. (the "Distributor") and the
Agent. Unless otherwise defined herein, capitalized terms used herein shall have
the meanings set forth in Appendix A to the Credit Agreement.
The parties hereto agree that, effective as of the date
hereof, Schedule II to the Security Agreement is hereby replaced in its entirety
with Annex A to this Agreement of Amendment.
The parties hereto agree that, effective as of the date
hereof, Schedule III to the Security Agreement is hereby replaced in its
entirety with Annex B to this Agreement of Amendment.
The Borrower represents and warrants to each of the Secured
Parties that immediately after giving effect to this Agreement of Amendment, (i)
it is in full compliance with the Borrowing Base Test, and (ii) each of its
representations and warranties set forth in the Credit Agreement are true and
correct as if made on such date.
This Agreement of Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts taken together shall constitute but one
and the same agreement.
THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
LIBERTY FUNDS DISTRIBUTOR, INC.,
as Distributor
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Clerk
LIBERTY FUNDS GROUP LLC,
as Borrower
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary
CITICORP NORTH AMERICA, INC.,
as Agent
By: /s/ XXXXX XXXXXXXX III
-----------------------------
Name: Xxxxx Xxxxxxxx III
Title: Vice President
CORPORATE RECEIVABLES
CORPORATION,
as Agent
By: /s/ XXXXX XXXXXXXX III
-----------------------------
Name: Xxxxx Xxxxxxxx III
Title: Vice President
CITIBANK, N.A.,
as Agent
By: /s/ XXXXX XXXXXXXX III
-----------------------------
Name: Xxxxx Xxxxxxxx III
Title: Vice President
2
ANNEX A
SCHEDULE II
CDSC PAYMENT CHART
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TYPE OF FEE
STRUCTURE:
B1 B2 B3 B4 B5 B6 B7 B8
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REDEMPTION
FEE:
----------------------------------------------------------------------------------------------------------------
Year 1 5% 5% 5% 5% 4% 3% 2% 4%
----------------------------------------------------------------------------------------------------------------
Year 2 4% 4% 4% 4% 3% 2% 2% 3%
----------------------------------------------------------------------------------------------------------------
Year 3 3% 4% 3% 3% 2% 1% 1% 2%
----------------------------------------------------------------------------------------------------------------
Year 4 3% 3% 3% 3% 2% 0% 1%
----------------------------------------------------------------------------------------------------------------
Year 5 2% 2% 2% 2% 1% 0%
----------------------------------------------------------------------------------------------------------------
Year 6 1% 1% 1% 1% 0% 0%
----------------------------------------------------------------------------------------------------------------
Year 7 0% 0% 0% 0% 0%
----------------------------------------------------------------------------------------------------------------
Year 8 0% 0% 0% 0% 0%
----------------------------------------------------------------------------------------------------------------
Companies currently using B1 Structure: Colonial Trust I; Colonial Trust II;
Colonial Trust III, Colonial Trust IV; Colonial Trust V.
Companies currently using B2 Structure: Colonial Trust I; Colonial Trust II;
Colonial Trust III; Colonial Trust IV; Colonial Trust VI; Colonial Trust VII.
Companies currently using B3 Structure: Colonial Trust I.
Companies currently using B8 Structure: Colonial Trust II; Colonial Trust IV.
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With respect to each of the following Funds (each a "Discount Program Fund" and
collectively, the "Discount Program Funds"):
----------------------------------------------------------------------------------------------------------------------
COLONIAL HIGH YIELD SECURITIES FUND COLONIAL TAX-EXEMPT FUND*
COLONIAL INCOME FUND* COLONIAL TAX-EXEMPT INSURED FUND*
COLONIAL STRATEGIC INCOME FUND COLONIAL INTERMEDIATE TAX-EXEMPT FUND(1)
XXXXX XXX ADVISOR TAX-MANAGED GROWTH FUND COLONIAL MUNICIPAL MONEY MARKET FUND*
XXXXX XXX ADVISOR TAX-MANAGED VALUE FUND COLONIAL UTILITIES FUND
COLONIAL MONEY MARKET FUND* COLONIAL CALIFORNIA TAX-EXEMPT FUND*
NEWPORT JAPAN OPPORTUNITIES FUND COLONIAL CONNECTICUT TAX-EXEMPT FUND*
NEWPORT TIGER CUB FUND COLONIAL FLORIDA TAX-EXEMPT FUND*
NEWPORT GREATER CHINA FUND COLONIAL MASSACHUSETTS TAX-EXEMPT FUND*
COLONIAL SHORT DURATION U.S. GOVERNMENT FUND(1) COLONIAL MICHIGAN TAX-EXEMPT FUND*
COLONIAL INTERMEDIATE U.S. GOVERNMENT FUND* COLONIAL MINNESOTA TAX-EXEMPT FUND*
COLONIAL FEDERAL SECURITIES FUND* COLONIAL NEW YORK TAX-EXEMPT FUND*
CRABBE HUSON CONTRARIAN FUND COLONIAL NORTH CAROLINA TAX-EXEMPT FUND*
CRABBE HUSON REAL ESTATE FUND COLONIAL OHIO TAX-EXEMPT FUND*
CRABBE HUSON EQUITY FUND COLONIAL SMALL CAP VALUE FUND
CRABBE HUSON MANAGED INCOME & EQUITY FUND COLONIAL U.S. GROWTH & INCOME FUND
CRABBE HUSON OREGON TAX-FREE FUND* COLONIAL VALUE FUND
COLONIAL GLOBAL EQUITY FUND NEWPORT ASIA PACIFIC FUND
COLONIAL INTERNATIONAL HORIZONS FUND NEWPORT EUROPE FUND
COLONIAL GLOBAL UTILITIES FUND NEWPORT TIGER FUND
COLONIAL SELECT VALUE FUND COLONIAL COUNSELOR SELECT INCOME PORTFOLIO*
COLONIAL STRATEGIC BALANCED FUND COLONIAL COUNSELOR SELECT BALANCED PORTFOLIO
THE COLONIAL FUND COLONIAL COUNSELOR SELECT GROWTH PORTFOLIO
COLONIAL HIGH YIELD MUNICIPAL FUND* LIBERTY ALL-STAR GROWTH AND INCOME FUND
----------------------------------------------------------------------------------------------------------------------
The following information supplements the information in the CDSC
Payment Chart with respect to each Discount Program Fund:
The CDSCs for larger purchases of Class B shares of the Discount
Program Funds through participating financial advisor firms are being reduced,
effective February 1, 2000, as follows:
- The reductions apply only to Class B shares purchased on or after
February 1, 2000.
- The reductions apply only to customers of financial advisor firms
that have elected to participate in these reductions. (Some
financial advisors firms are not able to participate, because
their record keeping or transaction processing systems are not
designed to accommodate these reductions.)
With respect to Class B shares of Discount Program Funds purchased
through a participating financial advisor firm, the CDSCs will be as follows:
4
PURCHASES OF LESS THAN $250,000
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HOLDING PERIOD AFTER PURCHASE CDSC AS % DEDUCTED WHEN SHARES SOLD
------------------------------------------------------------------------------------------------------------
Through first year 5.00
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Through second year 4.00
------------------------------------------------------------------------------------------------------------
Through third year 3.00
------------------------------------------------------------------------------------------------------------
Through fourth year 3.00
------------------------------------------------------------------------------------------------------------
Through fifth year 2.00
------------------------------------------------------------------------------------------------------------
Through sixth year 1.00
------------------------------------------------------------------------------------------------------------
Longer than six years 0.00
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PURCHASES OF $250,000 TO LESS THAN $500,000
------------------------------------------------------------------------------------------------------------
HOLDING PERIOD AFTER PURCHASE CDSC AS % DEDUCTED WHEN SHARES SOLD
------------------------------------------------------------------------------------------------------------
Through first year 3.00
------------------------------------------------------------------------------------------------------------
Through second year 2.00
------------------------------------------------------------------------------------------------------------
Through third year 1.00
------------------------------------------------------------------------------------------------------------
Longer than four years 0.00
------------------------------------------------------------------------------------------------------------
PURCHASES OF $500,000 TO LESS THAN $1 MILLION
------------------------------------------------------------------------------------------------------------
HOLDING PERIOD AFTER PURCHASE CDSC AS % DEDUCTED WHEN SHARES SOLD
------------------------------------------------------------------------------------------------------------
Through first year 3.00
------------------------------------------------------------------------------------------------------------
Through second year 2.00
------------------------------------------------------------------------------------------------------------
Through third year 1.00
------------------------------------------------------------------------------------------------------------
Longer than four years 0.00
------------------------------------------------------------------------------------------------------------
For purchases through financial advisor firms that do not participate
in the Class B discount program, the CDSC, conversion period and commission to
the financial advisor will continue to be as described in the CDSC Payment
Chart.
For shares purchased through a financial advisor firm which
participates in the discount program, purchases of over $1 million can only be
made Class A or Class C shares. For shares purchased through a financial advisor
firm which does not participate in the Class B discount program, purchases of
more than $250,000 but less than $1 million can only be made in Class A or Class
C shares.
If a shareholder exchanges shares from any Fund which is not a Discount
Program Fund into shares of a Discount Program Fund, or transfers any Fund
account from a financial advisor firm that does not participate in the Class B
discount program to a financial advisor firm that does participate, the
exchanged or transferred shares will retain their pre-existing CDSC and
conversion schedule, but additional purchases of shares which cause the
exchanged or transferred Fund account to exceed the applicable discount level
will receive the lower CDSC and reduced holding period for amounts exceeding the
discount level and the financial advisor firm will receive the lower commission.
If a shareholder exchanges shares from a Discount Program Fund into a Fund which
is not a Discount Program Fund or
5
transfers any Fund account from a financial advisor that participates in the
Class B discount program to a financial advisor that does not participate, the
exchanged or transferred shares will retain the pre-existing CDSC but all
additional purchases of Class B shares will be in accordance with the higher
CDSC and longer holding period of the non-participating fund or financial
advisor.
An additional way shareholders can pay a lower CDSC and be subject to
the applicable reduced holding period when purchasing Class B shares through
participating financial advisor firms is through RIGHTS OF ACCUMULATION. If the
combined value of the Fund accounts maintained by a shareholder, the
shareholder's spouse and minor children reaches a discount level, any additional
shares purchased in any of the accounts will be subject to the applicable lower
CDSC and reduced holding period.
*****************
(1) THE COLONIAL SHORT DURATION U.S. GOVERNMENT FUND and COLONIAL INTERMEDIATE
TAX-EXEMPT FUND will be affected by only some of the above changes. The Funds'
policies regarding the purchase of Class B shares through participating
financial advisor firms of less than $250,000 will not change from what appears
in each Fund's current Prospectus. For purchases of $250,000 to less than
$500,000 and of $500,000 to less than $1 million, the applicable charts above
will apply.
6
ANNEX B
SCHEDULE III
Permitted Conversion Features
Commission Shares of each Fund will automatically convert to Class A shares no
earlier than the date which is eight (8) years after the date on which such
shares were purchased.
With respect to each of the following Funds (the "Discount Program Funds"):
----------------------------------------------------------------------------------------------------------------------
COLONIAL HIGH YIELD SECURITIES FUND COLONIAL TAX-EXEMPT FUND
COLONIAL INCOME FUND COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL STRATEGIC INCOME FUND COLONIAL INTERMEDIATE TAX-EXEMPT FUND
XXXXX XXX ADVISOR TAX-MANAGED GROWTH FUND COLONIAL MUNICIPAL MONEY MARKET FUND
XXXXX XXX ADVISOR TAX-MANAGED VALUE FUND COLONIAL UTILITIES FUND
COLONIAL MONEY MARKET FUND COLONIAL CALIFORNIA TAX-EXEMPT FUND
NEWPORT JAPAN OPPORTUNITIES FUND COLONIAL CONNECTICUT TAX-EXEMPT FUND
NEWPORT TIGER CUB FUND COLONIAL FLORIDA TAX-EXEMPT FUND
NEWPORT GREATER CHINA FUND COLONIAL MASSACHUSETTS TAX-EXEMPT FUND
COLONIAL SHORT DURATION U.S. GOVERNMENT FUND COLONIAL MICHIGAN TAX-EXEMPT FUND
COLONIAL INTERMEDIATE U.S. GOVERNMENT FUND COLONIAL MINNESOTA TAX-EXEMPT FUND
COLONIAL FEDERAL SECURITIES FUND COLONIAL NEW YORK TAX-EXEMPT FUND
CRABBE HUSON CONTRARIAN FUND COLONIAL NORTH CAROLINA TAX-EXEMPT FUND
CRABBE HUSON REAL ESTATE FUND COLONIAL OHIO TAX-EXEMPT FUND
CRABBE HUSON EQUITY FUND COLONIAL SMALL CAP VALUE FUND
CRABBE HUSON MANAGED INCOME & EQUITY FUND COLONIAL U.S. GROWTH & INCOME FUND
CRABBE HUSON OREGON TAX-FREE FUND COLONIAL VALUE FUND
COLONIAL GLOBAL EQUITY FUND NEWPORT ASIA PACIFIC FUND
COLONIAL INTERNATIONAL HORIZONS FUND NEWPORT EUROPE FUND
COLONIAL GLOBAL UTILITIES FUND NEWPORT TIGER FUND
COLONIAL SELECT VALUE FUND COLONIAL COUNSELOR SELECT INCOME PORTFOLIO
COLONIAL STRATEGIC BALANCED FUND COLONIAL COUNSELOR SELECT BALANCED PORTFOLIO
THE COLONIAL FUND COLONIAL COUNSELOR SELECT GROWTH PORTFOLIO
COLONIAL HIGH YIELD MUNICIPAL FUND LIBERTY ALL-STAR GROWTH AND INCOME FUND
----------------------------------------------------------------------------------------------------------------------
With respect to Class B shares of Discount Program Funds purchased on or after
February 1, 2000 through a participating financial advisor firm, the shares will
automatically convert to Class A shares as follows:
- For purchases of $250,000 to less than $500,000, Class B shares
will automatically convert to Class A shares on the date which is
four (4) years after the date on which such shares were purchased.
7
- For purchases of $500,000 to less than $1,000,000, Class B shares
will automatically convert to Class A shares on the date which is
three (3) years after the date on which such shares were
purchased.
If a shareholder exchanges shares from any Fund which is not a Discount Program
Fund into shares of a Discount Program Fund, or transfers any Fund account from
a financial advisor firm that does not participate in the Class B discount
program to a financial advisor firm that does participate, the exchanged or
transferred shares will retain their pre-existing conversion schedule, but
additional purchases of shares which cause the exchanged or transferred Fund
account to exceed the applicable discount level will receive the lower
conversion period for amounts exceeding the discount level. If a shareholder
exchanges shares from a Discount Program Fund into a Fund which is not a
Discount Program Fund or transfers any Fund account from a financial advisor
that participates in the Class B discount program to a financial advisor that
does not participate, the exchanged or transferred shares will retain the
pre-existing conversion schedule but all additional purchases of Class B shares
will be in accordance with the longer conversion period of the non-participating
fund or financial advisor.
An additional way shareholders can fall within the reduced holding period when
purchasing Class B shares through participating financial advisor firms is
through RIGHTS OF ACCUMULATION. If the combined value of the Fund accounts
maintained by a shareholder, the shareholder's spouse and minor children reaches
a discount level, any additional shares purchased in any of the accounts will be
subject to the reduced automatic conversion period.
8
