as of February 28, 2008
as of February 28, 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: Seventh 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 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 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 Uncommitted Line 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 Loan Agreement |
1. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Large Cap Core Fund, Columbia Xxxxxxx Focused Equities Fund, Columbia Small Cap Growth Fund II and Columbia High Income Fund (the “New Funds”), each a series of Columbia Funds Series Trust, 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 and the Bank agree that each of Columbia High Income Master Portfolio, Columbia Large Cap Core Master Portfolio, Columbia Xxxxxxx Focused Equities Master Portfolio and Columbia Small Cap Growth Master Portfolio, a series of Columbia Funds Master Investment Trust, LLC, is terminated as a “Fund” for all purposes under the Loan Agreement and Note.
3. 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 and 2 above.
4. Section II(5) of the Loan Agreement is hereby amended by restating the second sentence thereof to read in its entirety as follows:
Notices to the Bank shall be given to State Street Bank and Trust Company, Xxxxxx Place Tower, Box 5303, Boston, MA 02206, or if by overnight courier service, to State Street Bank and Trust Company, 0 Xxxxxx Xxxxx, 0xx Xxxxx, Xxxxxx, XX 00000, in either case to the attention of: Xxxxxxxxxxx Xxxxx, Vice President, or Mutual Fund Lending Department Head, and notices to the Borrower shall be deemed to have been given if given at the Agreement, or via facsimile at (000) 000-0000 in either case to the attention of: Xxxxxxx Xxxxxx.
5. 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), 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 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
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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. 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 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 | |
| EXCELSIOR 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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| 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 | |
| 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 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 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 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 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 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 Stock Fund
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 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 Real Estate Equity Fund
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Columbia Rhode Island Intermediate Municipal 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 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
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
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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
Excelsior Pacific/Asia Fund
Excelsior Real Estate Fund
Excelsior Short-Term Government Securities Fund
Excelsior Small Cap Fund
Excelsior Value & Restructuring Fund
EXCELSIOR FUNDS TRUST, on behalf of:
Excelsior Equity Income Fund
Excelsior Equity Opportunities Fund
Excelsior High Yield Fund
Excelsior International Equity Fund
Excelsior Mid Cap Value & Restructuring Fund
EXCELSIOR TAX-EXEMPT FUNDS, INC., on behalf of:
Excelsior California Short-Intermediate Term Tax-Exempt Income Fund
Excelsior Intermediate-Term Tax-Exempt Fund
Excelsior Long-Term Tax-Exempt Fund
Excelsior New York Intermediate-Term Tax-Exempt Fund
Excelsior Short-Term Tax-Exempt Securities Fund
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EXHIBIT B
ADVANCE/PAYDOWN
REQUEST FORM
| DATE: |
|
|||||
| TO: | STATE STREET BANK AND TRUST COMPANY | |||||
| ATTN: | LOAN OPERATIONS CUSTOMER SERVICE UNIT telephone 000-000-0000 or 000-000-0000; fax 000-000-0000 | |||||
| FROM: | [BORROWER] on behalf of [FUND] | |||||
| (Fund # ) (DDA # ) | ||||||
In connection with the letter agreement dated September 19, 2005 and related documents currently in effect with State Street Bank and Trust Company (as amended, collectively, the “Agreement”), please increase/reduce (circle one) the outstanding balance on behalf of the above-indicated Fund by $ . Any requested Xxxx should be recorded on the books of the Fund with the Bank and interest payable to the Bank should be recorded at the agreed upon rate.
| 1. | This request is (check one): Loan Advance Paydown Overnight Rollover |
| 2. | The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Prospectus, the terms of the Agreement and applicable laws and regulations, including, without limitation, Regulation U, and no Default of Event of Default has occurred and is continuing under the Agreement. |
| 3. | All of the representations and warranties of the undersigned Borrower and Fund set forth in Section II(2) of the Agreement are true and correct in all material respects on and as of the date hereof. |
| 4. | Each of the Borrower and the Fund is in compliance with all the terms and conditions in the Agreement (including the Maximum Amount and other borrowing limitations thereunder) and will remain in compliance therewith after giving effect to the making of any requested Loan. |
| 5. | The following amounts and statements are true in connection with any requested Loan: |
| (a) Adjusted Net Assets of the Fund: | ||||||||
| (i) Total Assets of the Fund |
$ | |||||||
| (ii) Total Liabilities (excluding Indebtedness for borrowed money) of the Fund |
$ | |||||||
| (iii) without duplication, the value of any segregated assets or assets otherwise subject to any pledge or other encumbrance |
$ | |||||||
| (iv) item (a)(i) less item (a)(ii) less item (a)(iii) |
$ | |||||||
| (b) 33-1/3% of item (a)(iv) | $ | |||||||
| (c) |
(i) Beginning Loan Balance: | $ | ||||||
| (ii) Paydown Amount (if any): | $ | |||||||
| (iii) Requested Loan (if any) | $ | |||||||
| (iv) Requested Loans Balance ((i) minus (ii) or (i) plus (iii)): | $ | |||||||
| (d) The aggregate outstanding principal amount of Indebtedness of the Fund other than the Loans as of the date hereof: | ||||||||
| (i) Interfund Loans | $ | |||||||
| (ii) Syndicated Facility loans | $ | |||||||
| (iii)other Indebtedness | $ | |||||||
| (iv) Total | $ | |||||||
| (e) Total Indebtedness ((c)(iv) plus (d(iv))): |
$ | |||||||
| 6. | The amount set forth in 5(e) above does not exceed the lesser of (a) the amount set forth in 5(b) above, or (b) the maximum amount which the relevant Fund is permitted to borrow (after taking into account all outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of the applicable Borrower or such Fund, any agreement of such Borrower or Fund with any foreign, federal, state or local securities division to which such Borrower or Fund is subject, any other applicable agreement or document to which such Borrower or Fund is a party or any law, rule or regulation applicable to such Borrower or Fund. |
| 7. | The amount set forth in 5(c)(iv) above does not exceed the Uncommitted Line Amount, and the aggregate principal amount of Loans outstanding to all Borrowers on behalf of all Funds under the Agreement (after giving effect to the amount of any requested Loan) does not exceed the Uncommitted Line Amount. |
| 8. | The requesting Fund identified above does not currently have any Interfund Loans made by such Fund as a lender that remain outstanding on the date hereof. |
| 9. | The undersigned is a duly authorized officer of the Borrower identified above with authority to execute and deliver this document to the Bank and request the Loan described herein on behalf of the Fund identified above. |
| [BORROWER], on behalf of [FUND] | ||
| By: |
| |
| Name: |
| |
| Title |
| |
| Date: |
| |
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