AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of September 26, 2005, is
by and among: Columbia Funds Trust II, a Massachusetts business trust, for
itself and on behalf of its series Columbia Money Market Fund; Columbia Funds
Trust IV, a Massachusetts business trust, for itself and on behalf of its
series Columbia Municipal Money Market Fund; Columbia Daily Income Company, an
Oregon corporation; Columbia Funds Series Trust, a Delaware statutory trust,
for itself and on behalf of its series Columbia Cash Reserves and Columbia
Municipal Reserves; and Columbia Management Advisors, Inc.
This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Sections 361(a) and Section 368(a) of the
United States Internal Revenue Code of 1986, as amended. Each reorganization
will consist of the transfer of all of the assets of each Acquired Fund to, and
the assumption of such Acquired Fund's liabilities (other than certain expenses
of the reorganization contemplated hereby) by, its corresponding Acquiring
Fund, in exchange for shares of equal U.S. dollar value of such Acquiring Fund
which shall thereafter promptly be distributed to the shareholders of such
Acquired Fund in connection with its liquidation as described in this Agreement
and set forth in Schedule A attached hereto.
In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:
1. DEFINITIONS
Acquired Columbia Fund(s). Columbia Money Market Fund, Columbia
Municipal Money Market Fund and Columbia
Daily Income Company,
Acquired Fund Shareholders The recordholders of Acquired Fund shares as of
the close of business on the Valuation Date
Acquiring Fund(s)......... Columbia Cash Reserves and Columbia Municipal
Reserves
Acquired Fund Prospectus.. The current prospectus(es) or statement(s) of
additional information for an Acquired Fund
Acquiring Fund Prospectus. The current prospectus(es) or statement(s) of
additional information for an Acquiring Fund
Acquisition Shares........ The shares of the designated class of an Acquiring
Fund to be issued and distributed to the
corresponding Acquired Fund class shareholder as
part of the Reorganization of the Acquired Fund as
shown on Appendix A
Board(s).................. The board(s) of trustees/directors of a Columbia
Fund Company and/or Columbia Funds Series Trust
Board Members............. The trustees/directors of a Columbia Fund
Company
Charter Documents......... Any certificate of trust, declaration of trust, by-
laws, articles of incorporation, and any amendments
thereto, that govern the operation of a Columbia
Fund Company or Columbia Funds Series Trust
Closing................... The closing of each Reorganization described in
Section 4
Closing Date.............. November 18, 2005
Code...................... United States Internal Revenue Code of 1986, as
amended,
Columbia Fund Company(ies) Columbia Funds Trust II, Columbia Funds IV and
Columbia Daily Income Company
Columbia.................. Columbia Management Advisors, Inc.
Custodian................. State Street Bank and Trust Company
Investments............... Each Acquired Fund's investments shown on the
schedule of its investments as of [June 30,] 2005,
referred to in subparagraph 5.1(f) hereof, as
supplemented with such changes in the portfolio as
the Acquired Fund shall make, and changes
resulting from stock dividends, stock split-ups,
mergers and similar corporate actions through the
Closing Date
Liquidation Date.......... A date as soon after the Closing Date as is
conveniently practicable
Obligations............... All of an Acquired Fund's liabilities and obligations
of any kind whatsoever, whether absolute, accrued,
contingent or otherwise, in existence on the Closing
Date
Reorganization(s)......... The reorganization(s) of an Acquired Fund by an
Acquiring Fund as described in Section 2
SEC....................... U.S. Securities and Exchange Commission
Valuation Date............ The time and date when the value of an Acquired
Fund's assets to be acquired by its corresponding
Acquiring Fund hereunder shall be computed,
which shall be as of the close of regular trading on
the New York Stock Exchange on the business day
next preceding the Closing
1933 Act.................. The Securities Act of 1933
1934 Act.................. The Securities Exchange Act of 1934
1940 Act.................. The Investment Company Act of 1940
2. TRANSFER OF ASSETS OF ACQUIRED FUNDS IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES.
2.1. Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein,
(a) Each Acquired Fund will transfer and deliver to its
corresponding Acquiring Fund, and such Acquiring Fund will
acquire, all the assets described in paragraph 2.2 of its
corresponding Acquired Fund as set forth in Appendix A;
(b) Each Acquiring Fund will assume all Obligations of its
corresponding Acquired Fund; except that expenses of its
Reorganization contemplated hereby to be allocated to each
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Acquired Fund pursuant to paragraph 10.2 shall not be assumed
or paid by the Acquiring Fund; and
(c) Each Acquiring Fund will issue and deliver to its corresponding
Acquired Fund in exchange for such assets a number of
Acquisition Shares equal in U.S. dollar value to the assets
exchanged therefor. Such transactions shall take place at the
Closing provided for in Section 4.
2.2. The assets of each Acquired Fund to be acquired by its corresponding
Acquiring Fund shall consist of all cash, securities, dividends and
interest receivable, receivables for shares sold and all other assets
which are owned by the Acquired Fund on the Closing Date and any
deferred expenses, other than unamortized organizational expenses,
shown as an asset on the books of the Acquired Fund on the Closing
Date. Each Acquiring Fund agrees that all rights to indemnification
and all limitations of liability existing in favor of each Columbia
Fund Company's current and former Board Members and officers, acting
in their capacities as such, under the Columbia Fund Company's
Charter Documents as in effect as of the date of this Agreement shall
survive each Acquired Fund's Reorganization as obligations of
Columbia Funds Series Trust, on behalf of each Acquiring Fund, and
shall continue in full force and effect, without any amendment
thereto, and shall constitute rights which may be asserted against
Columbia Funds Series Trust, on behalf of each Acquiring Fund, their
successors or assigns.
2.3. On the Liquidation Date, each Acquired Fund will liquidate and
distribute pro rata to its Acquired Fund Shareholders, determined as
of the close of business on the Valuation Date, Acquisition Shares
received by the Acquired Fund pursuant to paragraph 2.1. Such
liquidation and distribution will be accomplished by the transfer of
the Acquisition Shares then credited to the account of each Acquired
Fund on the books of its corresponding Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names of
the Acquired Fund Shareholders and representing the respective pro
rata number of Acquisition Shares due such Acquired Fund Shareholders.
2.4. With respect to Acquisition Shares distributable to an Acquired Fund
Shareholder holding a certificate or certificates for shares of an
Acquired Fund, if any, on the Valuation Date, Columbia Funds Series
Trust will not distribute a certificate representing Acquisition
Shares exchanged therefor, exchange such Acquisition Shares for
shares of other investment companies, effect an account transfer of
such Acquisition Shares, or pledge or redeem such Acquisition Shares
until Columbia Funds Series Trust has been notified by a Columbia
Fund Company, on behalf of an Acquired Fund, or its agent that such
Acquired Fund Shareholder has surrendered all of his or her
outstanding certificates for Acquired Fund shares or, in the event of
lost certificates, posted adequate bond.
2.5. As soon as practicable after the Closing Date, and so long as
shareholders of other series (if any) of each Columbia Fund Company
voting in the aggregate so approve, each Columbia Fund Company shall
file an application pursuant to Section 8(f) of the 1940 Act, for an
order declaring that it has ceased to be an investment company and,
upon receipt of such order, shall make all filings and take all other
steps as shall be necessary and proper to effect its complete
dissolution or termination under state law. After the Closing Date,
no Acquired Fund shall conduct any business except in connection with
its liquidation, or a Columbia Fund Company's deregistration and
dissolution or termination.
3. VALUATION.
3.1. For the purpose of Section 2, the value of an Acquired Fund's assets
to be acquired by its corresponding Acquiring Fund hereunder shall be
the net asset value computed as of the close of regular trading on
the Valuation Date using the Acquiring Funds' valuation procedures,
and shall be certified by such Acquired Fund. The net asset value of
the Acquisition Shares shall be based on the amortized cost
procedures that have been adopted by the Board of Columbia Funds
Series
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Trust. The net asset value of each Acquired Fund's assets to be
acquired by each corresponding Acquiring Fund shall be based on the
amortized cost procedures that have been adopted by the Board of each
Columbia Fund Company; provided that if the difference between the
per share net asset values of the Acquired Fund and the corresponding
Acquiring Fund equals or exceeds $0.001 on the Valuation Date, as
computed by using market values in accordance with the policies and
procedures established by the Acquiring Fund, each Columbia Fund
Company or Columbia Funds Series Trust shall have the right to
postpone the Valuation Date and the Closing Date until such time as
the per share difference is less than $0.001.
4. CLOSING AND CLOSING DATE.
4.1. The Closing Date shall be on November 18, 2005, or on such other date
as the parties may agree. The Closing shall be held at 4:00 p.m. at
Columbia's offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other time and/or place as the parties may agree.
4.2. The portfolio securities of each Acquired Fund shall be made
available by such Acquired Fund to the Custodian, for examination no
later than five business days preceding the Valuation Date. On the
Closing Date, such portfolio securities and all cash of each Acquired
Fund shall be delivered by such Acquired Fund to the Custodian for
the account of its corresponding Acquiring Fund, such portfolio
securities to be duly endorsed in proper form for transfer in such
manner and condition as to constitute good delivery thereof in
accordance with the custom of brokers or, in the case of portfolio
securities held in the U.S. Treasury Department's book-entry system
or by the Depository Trust Company, Participants Trust Company or
other third party depositories, by transfer to the account of the
Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as
the case may be, under the 1940 Act and accompanied by all necessary
federal and state stock transfer stamps or a check for the
appropriate purchase price thereof. The cash delivered shall be in
the form of currency or certified or official bank checks, payable to
the order of "State Street Bank and Trust Company, custodian for
[insert Acquiring Fund name]."
4.3. In the event that on the Valuation Date (a) the New York Stock
Exchange shall be closed to trading or trading thereon shall be
restricted, or (b) trading or the reporting of trading on said
Exchange or elsewhere shall be disrupted so that accurate appraisal
of the value of the net assets of an Acquired Fund or its
corresponding Acquiring Fund is impracticable, the Closing Date shall
be postponed until the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored;
provided that if trading shall not be fully resumed and reporting
restored within three business days of the Valuation Date, this
Agreement may be terminated by either any Columbia Fund Company, with
regard to its Acquired Funds, or Columbia Funds Series Trust, with
regard to its Acquiring Funds, upon the giving of written notice to
the other party.
4.4. At the Closing, each Acquired Fund or its transfer agent shall
deliver to its corresponding Acquiring Fund or its designated agent a
list of the names and addresses of the Acquired Fund Shareholders and
the number of outstanding shares of beneficial interest of the
Acquired Fund owned by each Acquired Fund Shareholder, all as of the
close of business on the Valuation Date, certified by an officer of a
Columbia Fund Company, on behalf of the Acquired Fund. Columbia Funds
Series Trust, on behalf of each Acquiring Fund, will provide to the
corresponding Acquired Fund evidence satisfactory to the Acquired
Fund that the Acquisition Shares to be issued pursuant to paragraph
2.1 have been credited to the Acquired Fund's account on the books of
the Acquiring Fund. On the Liquidation Date, Columbia Funds Series
Trust will provide to the Acquired Fund evidence satisfactory to each
Acquired Fund that such Acquisition Shares have been credited pro
rata to open accounts in the names of the Acquired Fund Shareholders.
4.5. At the Closing, each party shall deliver to the other such bills of
sale, instruments of assumption of liabilities, checks, assignments,
stock certificates, receipts or other documents as such other party
or its counsel may reasonably request in connection with the transfer
of assets, assumption of liabilities and liquidation contemplated by
this Agreement.
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5. REPRESENTATIONS AND WARRANTIES.
5.1. Each Columbia Fund Company, for itself and on behalf of each Acquired
Fund, represents and warrants the following to Columbia Funds Series
Trust, on behalf itself and each of the Acquiring Funds, on a several
(and not joint, or joint and several) basis, as of the date hereof
(except where a representation or warranty is qualified as only
effective at the Closing Date) and agrees to confirm the continuing
accuracy and completeness in all material respects of the following
on the Closing Date:
(a) In the case of Columbia Funds Trust II and Columbia Funds IV,
the Columbia Fund Company is a business trust duly organized
and validly existing under the laws of the Commonwealth of
Massachusetts; and in the case of Columbia Daily Income
Company, the Columbia Fund Company is a corporation duly
incorporated and validly existing under the laws of the State
of Oregon;
(b) Each Acquired Fund is a duly registered investment company
classified as a management company of the open-end type and its
registration with the SEC as an investment company under the
1940 Act is in full force and effect;
(c) Each Acquired Fund is not in violation in any material respect
of any provision of its Columbia Fund Company's Charter
Documents or of any agreement, indenture, instrument, contract,
lease or other undertaking to which any Acquired Fund is a
party or by which an Acquired Fund, is bound, and the
execution, delivery and performance of this Agreement will not
result in any such violation;
(d) Each Acquired Fund has no material contracts or other
commitments (other than this Agreement and such other contracts
as may be entered into in the ordinary course of its business)
which if terminated may result in material liability to any
Acquired Fund or under which (whether or not terminated) any
material payments for periods subsequent to the Closing Date
will be due from any Acquired Fund;
(e) Except as has been disclosed in writing to Columbia Funds
Series Trust, or otherwise known by the officers of Columbia
Funds Series Trust, no litigation or administrative proceeding
or investigation of or before any court or governmental body is
presently pending or threatened as to any Acquired Fund, any of
the properties or assets of any Acquired Fund, or any person
whom any Acquired Fund may be obligated to indemnify in
connection with such litigation, proceeding or investigation,
and neither the Columbia Fund Company nor any Acquired Fund is
a party to or subject to the provisions of any order, decree or
judgment of any court or governmental body, which materially
and adversely affects its business or its ability to consummate
the transactions contemplated hereby;
(f) The most recent statement of assets and liabilities, the
statement of operations, the statement of changes in net
assets, and the schedule of investments of each Acquired Fund,
audited by PricewaterhouseCoopers LLP, copies of which have
been furnished to each corresponding Acquiring Fund, fairly
reflect the financial condition and results of operations of
the Acquired Fund as of such dates and for the periods then
ended in accordance with generally accepted accounting
principles consistently applied, and the Acquired Fund has no
known liabilities of a material amount, contingent or
otherwise, other than those shown on the statements of assets
referred to above or those incurred in the ordinary course of
its business since the end of its most recent fiscal year or
fiscal six-month period, whichever is more recent;
(g) Since the end of its most recent fiscal year or fiscal
six-month period, whichever is more recent, there has not been
any material adverse change in any Acquired Fund's financial
condition, assets, liabilities or business (other than changes
occurring in the ordinary
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course of business), or any incurrence by any Acquired Fund of
indebtedness, except as disclosed in writing to its
corresponding Acquiring Fund. For the purposes of this
subparagraph (g), distributions of net investment income and
net realized capital gains, changes in portfolio securities,
changes in the market value of portfolio securities or net
redemptions shall be deemed to be in the ordinary course of
business;
(h) As of the Closing Date, all federal and other tax returns and
reports of each Acquired Fund required by law to have been
filed by such date (giving effect to extensions) shall have
been filed, and all federal and other taxes shown to be due on
such returns and reports or on any assessment received shall
have been paid, or provisions shall have been made for the
payment thereof. All of each Acquired Fund's tax liabilities
will have been adequately provided for on its books. To the
best of each Acquired Fund's knowledge, it will not have had
any tax deficiency or liability asserted against it or question
with respect thereto raised, and it will not be under audit by
the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid;
(i) Each Acquired Fund meets the requirements of subchapter M of
the Code for treatment as a "regulated investment company"
within the meaning of Section 851 of the Code, and will
continue meeting such requirements at all times through the
Closing Date. Each Acquired Fund has not at any time since its
inception been liable for nor is now liable for any material
income or excise tax pursuant to Section 852 or 4982 of the
Code. Each Acquired Fund has duly filed all federal, state,
local and foreign tax returns which are required to have been
filed, and all taxes of the Acquired Fund which are due and
payable have been paid except for amounts that alone or in the
aggregate would not reasonably be expected to have a material
adverse effect. Each Acquired Fund is in compliance in all
material respects with applicable regulations of the Internal
Revenue Service pertaining to the reporting of dividends and
other distributions on and redemptions of its capital stock and
to withholding in respect of dividends and other distributions
to shareholders, and is not liable for any material penalties
which could be imposed thereunder;
(j) All issued and outstanding shares of each Acquired Fund are,
and at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable by the Acquired Fund
and will have been issued in compliance with all applicable
registration or qualification requirements of federal and state
securities laws. No options, warrants or other rights to
subscribe for or purchase, or securities convertible into, any
shares of beneficial interest of any Acquired Fund are
outstanding and none will be outstanding on the Closing Date;
(k) Each Acquired Fund's investment operations from inception to
the date hereof have been in compliance in all material
respects with the investment policies and investment
restrictions set forth in the applicable Acquired Fund
Prospectus as in effect from time to time, except as previously
disclosed in writing to the Acquiring Fund;
(l) The execution, delivery and performance of this Agreement has
been duly authorized by the Board of each Columbia Fund
Company, and, upon approval thereof by the shareholders of each
Acquired Fund, this Agreement will constitute the valid and
binding obligation of the Acquired Fund enforceable in
accordance with its terms except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and
other equitable principles;
(m) The Acquisition Shares to be issued to each Acquired Fund
pursuant to Section 2 will not be acquired for the purpose of
making any distribution thereof other than to the Acquired Fund
Shareholders as provided in paragraph 2.3;
(n) The information provided by each Acquired Fund for use in the
Registration Statement and Prospectus/Proxy Statement referred
to in paragraph 6.3 shall be accurate and
6
complete in all material respects and shall comply with federal
securities and other laws and regulations as applicable thereto;
(o) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by any
Acquired Fund of the transactions contemplated by this
Agreement, except such as may be required under the 1933 Act,
1934 Act, 1940 Act and state securities or "Blue Sky" laws
(which term used herein shall include the laws of the District
of Columbia and of Puerto Rico);
(p) At the Closing Date, each Acquired Fund will have good and
marketable title to its assets to be transferred to its
corresponding Acquiring Fund pursuant to paragraph 2.1 and will
have full right, power and authority to sell, assign, transfer
and deliver the Investments and any other assets and
liabilities of such Acquired Fund to be transferred to its
corresponding Acquiring Fund pursuant to this Agreement. At the
Closing Date, subject only to the delivery of the Investments
and any such other assets and liabilities and payment therefor
as contemplated by this Agreement, each Acquiring Fund will
acquire good and marketable title thereto and will acquire the
Investments and any such other assets and liabilities subject
to no encumbrances, liens or security interests whatsoever and
without any restrictions upon the transfer thereof, except as
previously disclosed to the Acquiring Fund;
(q) At the Closing Date, each Acquired Fund will have sold such of
its assets, if any, as are necessary to assure that, after
giving effect to the acquisition of the assets of the Acquired
Fund pursuant to this Agreement, each Acquiring Fund will
remain a "diversified company" within the meaning of
Section 5(b)(1) of the 1940 Act and in compliance with such
other mandatory investment restrictions as are set forth in the
Acquiring Fund Prospectus, as amended through the Closing Date;
and
(r) No registration of any of the Investments would be required if
they were, as of the time of such transfer, the subject of a
public distribution by either of an Acquiring Fund or an
Acquired Fund, except as previously disclosed by the Acquired
Fund to the Acquiring Fund.
5.2. Columbia Funds Series Trust, for itself and on behalf of each
Acquiring Fund (except with respect to Columbia Government Plus
Reserves, Columbia Prime Reserves, Columbia Connecticut Municipal
Reserves and Columbia Massachusetts Municipal Reserves, for which
only sub-paragraphs (a) - (f), (k) and (m)--(p) below apply),
represents and warrants the following to each corresponding Acquired
Fund as of the date hereof and agrees to confirm the continuing
accuracy and completeness in all material respects of the following
on the Closing Date:
(a) Columbia Funds Series Trust is a statutory trust duly
organized, validly existing and in good standing under the laws
of the State of Delaware;
(b) Columbia Funds Series Trust is a duly registered investment
company classified as a management company of the open-end type
and its registration with the SEC as an investment company
under the 1940 Act is in full force and effect, and each
Acquiring Fund is a separate series thereof duly designated in
accordance with the applicable provisions of Columbia Funds
Series Trust's Charter Documents and the 1940 Act;
(c) Each Acquiring Fund Prospectus conforms in all material
respects to the applicable requirements of the 1933 Act and the
rules and regulations of the SEC thereunder and does not
include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and
there are no material contracts to which the Acquiring Fund is
a party that are not referred to in such Prospectus or in the
registration statement of which it is a part;
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(d) At the Closing Date, each Acquiring Fund will have good and
marketable title to its assets;
(e) Columbia Funds Series Trust is not in violation in any material
respect of any provisions of its Charter Documents or of any
agreement, indenture, instrument, contract, lease or other
undertaking to which Columbia Funds Series Trust is a party or
by which an Acquiring Fund is bound, and the execution,
delivery and performance of this Agreement will not result in
any such violation;
(f) Except as has been disclosed in writing to an Acquired Fund or
otherwise known by the officers of its Columbia Fund Company,
no litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending
or threatened as to Columbia Funds Series Trust or any
Acquiring Fund, any of the properties or assets of any
Acquiring Fund, or any person whom any Acquiring Fund may be
obligated to indemnify in connection with such liquidation,
proceeding or investigation, and neither Columbia Funds Series
Trust nor any Acquiring Fund is a party to or subject to the
provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its
business or its ability to consummate the transactions
contemplated hereby;
(g) The statement of assets and liabilities, the statement of
operations, the statement of changes in net assets, and the
schedule of investments, as of and for the year ended March 31,
2005, of each Acquiring Fund, audited by PricewaterhouseCoopers
LLP, copies of which have been furnished to the corresponding
Acquired Fund, fairly reflect the financial condition and
results of operations of the Acquiring Fund as of such date and
for the period then ended in accordance with generally accepted
accounting principles consistently applied, and each Acquiring
Fund has no known liabilities of a material amount, contingent
or otherwise, other than those shown on the statements of
assets referred to above or those incurred in the ordinary
course of its business since such date;
(h) Since March 31, 2005, there has not been any material adverse
change in any Acquiring Fund's financial condition, assets,
liabilities or business (other than changes occurring in the
ordinary course of business), or any incurrence by any
Acquiring Fund of indebtedness (other than those occurring in
the ordinary course of business). For the purposes of this
subparagraph (h), changes in portfolio securities, changes in
the market value of portfolio securities or net redemptions
shall be deemed to be in the ordinary course of business;
(i) As of the Closing Date, all federal and other tax returns and
reports of each Acquiring Fund required by law to have been
filed by such date (giving effect to extensions) shall have
been filed, and all federal and other taxes shown to be due on
such returns and reports or any assessments received shall have
been paid, or provisions shall have been made for the payment
thereof. All of each Acquiring Fund's tax liabilities will have
been adequately provided for on its books. To the best of each
Acquiring Fund's knowledge, it will not have not have had any
tax deficiency or liability asserted against it or question
with respect thereto raised, and it will not be under audit by
the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid;
(j) Each Acquiring Fund meets the requirements of subchapter M of
the Code for treatment as a "regulated investment company"
within the meaning of Section 851 of the Code, and will
continue meeting such requirements at all times through the
Closing Date. Neither Columbia Funds Series Trust nor any
Acquiring Fund has at any time since its inception been liable
for, nor it is now liable for, any material income or excise
tax pursuant to Section 852 or 4982 of the Code. Each Acquiring
Fund has duly filed all federal, state, local and foreign tax
returns which are required to have been filed, and all taxes of
each
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Acquiring Fund which are due and payable have been paid except
for amounts that alone or in the aggregate would not reasonably
be expected to have a material adverse effect. Each Acquiring
Fund is in compliance in all material respects with applicable
regulations of the Internal Revenue Service pertaining to the
reporting of dividends and other distributions on and
redemptions of its capital stock and to withholding in respect
of dividends and other distributions to shareholders, and is
not liable for any material penalties which could be imposed
thereunder;
(k) The authorized capital of Columbia Funds Series Trust consists
of an unlimited number of shares of beneficial interest, no par
value, of such number of different series as the Board may
authorize from time to time. All issued and outstanding shares
of each Acquiring Fund are, and at the Closing Date will be,
duly and validly issued and outstanding, fully paid and
non-assessable by Columbia Funds Series Trust, and will have
been issued in compliance with all applicable registration or
qualification requirements of federal and state securities
laws. No options, warrants or other rights to subscribe for or
purchase, or securities convertible into, any shares of
beneficial interest of any Acquiring Fund are outstanding and
none will be outstanding on the Closing Date;
(l) Each Acquiring Fund's investment operations from inception to
the date hereof have been in compliance in all material
respects with the investment policies and investment
restrictions set forth in the applicable Acquiring Fund
Prospectus as in effect from time to time;
(m) The execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of
Columbia Funds Series Trust, and this Agreement constitutes the
valid and binding obligation of Columbia Funds Series Trust and
each Acquiring Fund enforceable in accordance with its terms,
except as the same may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement
of creditors' rights generally and other equitable principles;
(n) The Acquisition Shares to be issued and delivered to each
Acquired Fund pursuant to the terms of this Agreement will at
the Closing Date have been duly authorized and, when so issued
and delivered, will be duly and validly issued, and will be
fully paid and non-assessable by Columbia Funds Series Trust,
and no shareholder of Columbia Funds Series Trust will have any
preemptive right of subscription or purchase in respect thereof;
(o) The information to be furnished by each Acquiring Fund for use
in the Registration Statement and Prospectus/Proxy Statement
referred to in paragraph 6.3 shall be accurate and complete in
all material respects and shall comply with federal securities
and other laws and regulations applicable thereto; and
(p) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Acquiring Fund of the transactions contemplated by this
Agreement, except such as may be required under the 1933 Act,
the 1934 Act, the 1940 Act and state securities or "Blue Sky"
laws (which term as used herein shall include the laws of the
District of Columbia and of Puerto Rico).
6. COVENANTS OF THE ACQUIRED FUNDS AND THE ACQUIRING FUNDS.
Each Columbia Fund Company, on behalf of itself and where appropriate, on
behalf of each of its Acquired Funds, and Columbia Funds Series Trust, on
behalf of itself and its Acquiring Funds, hereby covenants and agrees with
the other as follows:
6.1. Each Acquiring Fund and each Acquired Fund will operate its business
in the ordinary course between the date hereof and the Closing Date,
it being understood that such ordinary course of business will
include regular and customary periodic dividends and distributions.
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Notwithstanding the foregoing, each Acquiring Fund and each Acquired
Fund shall take all actions necessary to obtain the opinion described
in paragraph 9.6.
6.2. Each Columbia Fund Company will call a meeting of the shareholders of
each Acquired Fund to be held prior to the Closing Date to consider
and act upon this Agreement and take all other reasonable action
necessary to obtain the required shareholder approval of the
transactions contemplated hereby.
6.3. In connection with the Acquired Funds' shareholders' meeting referred
to in paragraph 6.2, Columbia Funds Series Trust, on behalf of each
Acquired Fund, will prepare a Prospectus/Proxy Statement for such
meeting, to be included in a Registration Statement on Form N-14 (the
"Registration Statement") which Columbia Funds Series Trust will
prepare and file for the registration under the 1933 Act of the
Acquisition Shares to be distributed to the Acquired Fund
Shareholders pursuant hereto, all in compliance with the applicable
requirements of the 1933 Act, the 1934 Act, and the ▇▇▇▇ ▇▇▇.
6.4. The information to be furnished by each Acquired Fund for use in the
Registration Statement and the information to be furnished by each
corresponding Acquiring Fund for use in the Prospectus/Proxy
Statement, each as referred to in paragraph 6.3, shall be accurate
and complete in all material respects and shall comply with federal
securities and other laws and regulations thereunder applicable
thereto.
6.5. Each Acquiring Fund will advise its corresponding Acquired Fund
promptly if at any time prior to the Closing Date the assets of such
Acquired Fund include any securities which the Acquiring Fund is not
permitted to acquire.
6.6. Subject to the provisions of this Agreement, each Acquired Fund and
each Acquiring Fund will each take, or cause to be taken, all action,
and do or cause to be done, all things reasonably necessary, proper
or advisable to cause the conditions to the other party's obligations
to consummate the transactions contemplated hereby to be met or
fulfilled and otherwise to consummate and make effective such
transactions.
6.7. Each Acquiring Fund will use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state securities or "Blue Sky" laws as it may deem
appropriate in order to continue its operations after the Closing
Date.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS.
The obligations of each Columbia Fund Company, on behalf of each Acquired
Fund to consummate the transactions provided for herein shall be subject,
at its election, to the performance by Columbia Funds Series Trust and each
corresponding Acquiring Fund of all the obligations to be performed by them
hereunder on or before the Closing Date and, in addition thereto, to the
following further conditions:
7.1. Columbia Funds Series Trust, on behalf of each Acquiring Fund, shall
have delivered to each Columbia Fund Company, on behalf of each
corresponding Acquired Fund, a certificate executed in its name by
its President or Vice President and its Treasurer or Assistant
Treasurer, in form and substance satisfactory to the Columbia Fund
Company and dated as of the Closing Date, to the effect that the
representations and warranties of Columbia Funds Series Trust on
behalf of each Acquiring Fund made in this Agreement are true and
correct at and as of the Closing Date, except as they may be affected
by the transactions contemplated by this Agreement, and that Columbia
Funds Series Trust and each Acquiring Fund have complied with all the
covenants and agreements and satisfied all of the conditions on their
parts to be performed or satisfied under this Agreement at or prior
to the Closing Date.
10
7.2. Each Acquired Fund shall have received a favorable opinion of
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Columbia Funds Series Trust,
and/or ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., Delaware counsel to Columbia
Funds Series Trust, dated the Closing Date and, in a form
satisfactory to each Columbia Fund Company, to the following effect:
(a) Columbia Funds Series Trust is a statutory trust duly organized
and validly existing under the laws of the State of Delaware
and has power to own all of its properties and assets and to
carry on its business as described in each Acquiring Fund
Prospectus, and each Acquiring Fund is a separate series
thereof duly constituted in accordance with the applicable
provisions of the 1940 Act and Columbia Funds Series Trust's
Charter Documents;
(b) This Agreement has been duly authorized, executed and delivered
on behalf of each Acquiring Fund and, assuming the Registration
Statement and the Prospectus/Proxy Statement referred to in
paragraph 6.3 comply with applicable federal securities laws
and assuming the due authorization, execution and delivery of
this Agreement by each Columbia Fund Company, on behalf of each
Acquired Fund, is the valid and binding obligation of each
Acquiring Fund enforceable against each Acquiring Fund in
accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and
other equitable principles;
(c) Each Acquiring Fund has the power to assume the liabilities to
be assumed by it hereunder and upon consummation of the
transactions contemplated hereby such Acquiring Fund will have
duly assumed such liabilities;
(d) The Acquisition Shares to be issued for transfer to Acquired
Fund Shareholders as provided by this Agreement are duly
authorized and upon such transfer and delivery will be validly
issued and outstanding and fully paid and nonassessable shares
of beneficial interest in each Acquiring Fund, and no
shareholder of any Acquiring Fund has any preemptive right of
subscription or purchase in respect thereof;
(e) The execution and delivery of this Agreement did not, and the
performance by Columbia Funds Series Trust and each Acquiring
Fund of their respective obligations hereunder will not,
violate Columbia Funds Series Trust's Charter Documents, or any
provision of any agreement known to such counsel to which
Columbia Funds Series Trust or an Acquiring Fund is a party or
by which it is bound or, to the knowledge of such counsel,
result in the acceleration of any obligation or the imposition
of any penalty under any agreement, judgment, or decree to
which Columbia Funds Series Trust or an Acquiring Fund is a
party or by which either of them is bound;
(f) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
Columbia Funds Series Trust or an Acquiring Fund of the
transactions contemplated by this Agreement except such as may
be required under state securities or "Blue Sky" laws or such
as have been obtained;
(g) Such counsel does not know of any legal or governmental
proceedings relating to Columbia Funds Series Trust or any
Acquiring Fund existing on or before the date of mailing of the
Prospectus/ Proxy Statement referred to in paragraph 6.3 or the
Closing Date required to be described in the Registration
Statement which are not described as required;
(h) Columbia Funds Series Trust is registered with the SEC as an
investment company under the 1940 Act; and
11
(i) Except as has been disclosed in writing to a Columbia Fund
Company, or otherwise known by the officers of a Columbia Fund
Company, no litigation or administrative proceeding or
investigation of or before any court or governmental body is
presently pending or threatened as to Columbia Funds Series
Trust or any Acquiring Fund or any of their properties or
assets or any person whom any Acquiring Fund may be obligated
to indemnify in connection with such litigation, proceeding or
investigation, and neither Columbia Funds Series Trust nor any
Acquiring Fund is a party to or subject to the provisions of
any order, decree or judgment of any court or governmental
body, which materially and adversely affects its business or
its ability to consummate the transaction contemplated hereby.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS.
The obligations of Columbia Funds Series Trust, on behalf of each Acquiring
Fund, to complete the transactions provided for herein shall be subject, at its
election, to the performance by a Columbia Fund Company, on behalf of each
corresponding Acquired Fund, of all the obligations to be performed by it
hereunder on or before the Closing Date and, in addition thereto, to the
following further conditions:
8.1. Each Columbia Fund Company, on behalf of each Acquired Fund, shall
have delivered to Columbia Funds Series Trust, on behalf of each
corresponding Acquiring Fund, a certificate executed in its name by
its President or Vice President and its Treasurer or Assistant
Treasurer, in form and substance satisfactory to Columbia Funds
Series Trust and dated as of the Closing Date, to the effect that the
representations and warranties of each Columbia Fund Company, on
behalf of each Acquired Fund, made in this Agreement are true and
correct at and as of the Closing Date, except as they may be affected
by the transactions contemplated by this Agreement, and that each
Columbia Fund Company and each Acquired Fund have complied with all
the covenants and agreements and satisfied all of the conditions on
their parts to be performed or satisfied under this Agreement at or
prior to the Closing Date;
8.2. Columbia Funds Series Trust shall have received a favorable opinion
of Ropes & ▇▇▇▇, counsel to, and with respect to, Columbia Funds
Trust II, Columbia Funds Trust IV and Columbia Daily Income Company,
dated the Closing Date and in a form satisfactory to Columbia Funds
Series Trust, to the following effect:
(a) In the case of Columbia Funds Trust II and Columbia Funds IV,
the Columbia Fund Company is a business trust duly organized
and validly existing under the laws of the Commonwealth of
Massachusetts; in the case of Columbia Daily Income Company,
the Columbia Fund Company is a corporation duly incorporated
and validly existing under the laws of the State of Oregon; and
each Columbia Fund Company has power to own all of its
properties and assets and to carry on its business as described
in each Acquired Fund Prospectus;
(b) This Agreement has been duly authorized, executed and delivered
on behalf of each Acquired Fund and, assuming the Registration
Statement and the Prospectus/Proxy Statement referred to in
paragraph 6.3 comply with applicable federal securities laws
and assuming the due authorization, execution and delivery of
this Agreement by Columbia Funds Series Trust on behalf of each
Acquiring Fund, is the valid and binding obligation of each
Acquired Fund enforceable against each Acquired Fund in
accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and
other equitable principles;
(c) Each Acquired Fund has the power to sell, assign, transfer and
deliver the assets to be transferred by it hereunder, and, upon
consummation of the transactions contemplated hereby, each
Acquired Fund will have duly transferred such assets to its
corresponding Acquiring Fund;
12
(d) The execution and delivery of this Agreement did not, and the
performance by a Columbia Fund Company and each Acquired Fund
of their respective obligations hereunder will not, violate the
Columbia Fund Company's Charter Documents, or any provision of
any agreement which the Columbia Fund Company is a party or by
which it is bound or, to the knowledge of such counsel, result
in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which the
Columbia Fund Company or an Acquired Fund is a party or by
which it is bound;
(e) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by a
Columbia Fund Company or an Acquired Fund of the transactions
contemplated by this Agreement, except such as have been
obtained;
(f) Such counsel does not know of any legal or governmental
proceedings relating to a Columbia Fund Company or an Acquired
Fund existing on or before the date of mailing of the
Prospectus/Proxy Statement referred to in paragraph 6.3 or the
Closing Date required to be described in the Registration
Statement which are not described as required;
(g) Each Columbia Fund Company is registered with the SEC as an
investment company under the 1940 Act; and
(h) Except as has been disclosed in writing to an Acquiring Fund,
no litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending
or threatened as to an Acquired Fund or any of its properties
or assets or any person whom the Acquiring Fund may be
obligated to indemnify in connection with such litigation,
proceeding or investigation, and the Acquired Fund is not a
party to or subject to the provisions of any order, decree or
judgment of any court or governmental body, which materially
and adversely affects its business or its ability to consummate
the transaction contemplated thereby.
Such opinion may rely on the opinion of other counsel to the extent
set forth in such opinion, provided each other counsel is reasonably
acceptable to Columbia Funds Series Trust.
8.3. Except to the extent prohibited by Rule 19b-1 under the 1940 Act,
prior to the Closing Date, each Acquired Fund shall have declared one
or more distributions, with a record date and ex-distribution date
prior to the Closing Date, which, together with all previous
distributions, shall have the effect of distributing to the Acquired
Fund's shareholders all of its previously undistributed
(i) "investment company taxable income" within the meaning of
Section 852(b) of the Code (determined without regard to
Section 852(b)(2)(D) of the Code, (ii) amounts consisting of the
excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the
Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the
Code, and (iii) net capital gain (within the meaning of
Section 1222(11) of the Code), if any, realized in taxable periods or
years ending on or before the Closing Date.
8.4. Each Acquired Fund shall have furnished to its corresponding
Acquiring Fund a certificate, signed by the President (or any Vice
President) and the Treasurer of the Columbia Fund Company, as to the
adjusted tax basis in the hands of such Acquired Fund of the
securities delivered to the corresponding Acquiring Fund pursuant to
this Agreement.
8.5. The custodian of each Acquired Fund shall have delivered to each
corresponding Acquiring Fund a certificate identifying all of the
assets of the Acquired Fund held by such custodian as of the
Valuation Date.
13
9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE ACQUIRING FUNDS
AND ACQUIRED FUNDS.
The respective obligations of each Acquired Fund and each Acquiring Fund
hereunder are each subject to the further conditions that on or before the
Closing Date:
9.1. This Agreement and the transactions contemplated herein shall have
received all necessary shareholder approvals at the meeting of
shareholders of each Acquired Fund referred to in paragraph 6.2.
9.2. On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in
connection with, this Agreement or the transactions contemplated
hereby.
9.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including
those of the SEC and of state "Blue Sky" and securities authorities)
deemed necessary by each Acquired Fund or each Acquiring Fund to
permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to
obtain any such consent, order or permit would not involve a risk of
a material adverse effect on the assets or properties of any
Acquiring Fund or any Acquired Fund.
9.4. The Registration Statement shall have become effective under the 1933
Act and no stop order suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933
Act.
9.5. Each Columbia Fund Company, for itself and on behalf of its Acquired
Funds, and Columbia Funds Series Trust, for itself and on behalf of
its Acquiring Funds, shall have received a favorable opinion of
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP satisfactory to each, to the effect that, for
federal income tax purposes:
(a) The acquisition by each Acquiring Fund of the assets of its
corresponding Acquired Fund in exchange for the Acquiring
Fund's assumption of the liabilities and Obligations of the
Acquired Fund and issuance of the Acquisition Shares, followed
by the distribution by the Acquired Fund of such Acquisition
Shares to the Acquired Fund Shareholders in exchange for their
shares of the Acquired Fund, all as provided in Section 2
hereof, will constitute a reorganization within the meaning of
Section 368(a) of the Code, and the Acquired Fund and the
Acquiring Fund will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code;
(b) No gain or loss will be recognized by an Acquired Fund (i) upon
the transfer of its assets to the corresponding Acquiring Fund
in exchange for the Acquisition Shares and the assumption by
the Acquiring Fund of the liabilities and Obligations of the
Acquired Fund or (ii) upon the distribution of the Acquisition
Shares by the Acquired Fund to the Acquired Fund Shareholders
in liquidation, as contemplated in Section 2 hereof;
(c) No gain or loss will be recognized by an Acquiring Fund upon
receipt of the assets of the corresponding Acquired Fund in
exchange for the assumption of liabilities and Obligations and
issuance of the Acquisition Shares as contemplated in Section 2
hereof;
(d) The tax basis of the assets of an Acquired Fund acquired by the
corresponding Acquiring Fund will be the same as the tax basis
of such assets in the hands of the Acquired Fund immediately
prior to the transfer;
(e) The holding periods of the assets of an Acquired Fund in the
hands of the corresponding Acquiring Fund will include the
periods during which such assets were held by the Acquired Fund;
14
(f) No gain or loss will be recognized by an Acquired Fund
Shareholders upon the exchange of all of their Acquired Fund
shares for the Acquisition Shares;
(g) The aggregate tax basis of the Acquisition Shares to be
received by each shareholder of an Acquired Fund Shareholder
will be the same as the aggregate tax basis of the Acquired
Fund shares exchanged therefor;
(h) An Acquired Fund Shareholder's holding period for the
Acquisition Shares to be received will include the period
during which the Acquired Fund shares exchanged therefor were
held, provided that the Acquired Fund Shareholder held the
Acquired Fund shares as a capital asset on the date of the
exchange; and
(i) Each Acquiring Fund will succeed to and take into account the
items of the corresponding Acquired Fund described in
Section 381(c) of the Code, subject to the conditions and
limitations specified in Sections 381, 382, 383 and 384 of the
Code and the regulations thereunder.
The opinion will be based on certain factual certifications made by officers
of each Columbia Fund Company and Columbia Funds Series Trust and will also be
based on customary assumptions.
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP will express no view with respect to the effect of
the Reorganization on any transferred asset as to which any unrealized gain or
loss is required to be recognized at the end of a taxable year (or on the
termination or transfer thereof) under federal income tax principles.
9.6. At any time prior to the Closing, any of the conditions in this
Section 9 may be waived jointly by the Board of a Columbia Fund
Company, on behalf of any Acquired Fund, and the Board of Columbia
Funds Series Trust, on behalf of any Acquiring Fund, if, in their
judgment, such waiver will not have a material adverse effect on the
interests of the shareholders of an Acquired Fund or the
corresponding Acquiring Fund.
10. BROKERAGE FEES AND EXPENSES.
10.1. Each Columbia Fund Company, on behalf of each Acquired Fund, and
Columbia Funds Series Trust, on behalf of each Acquiring Fund,
represents and warrants to the other that there are no brokers or
finders entitled to receive any payments in connection with the
transactions provided for herein.
10.2. All fees paid to governmental authorities for the registration or
qualification of the Acquisition Shares and all transfer agency costs
related to the Acquisition Shares shall be allocated to each
Acquiring Fund. All fees and expenses related to printing, mailing,
solicitation of proxies and tabulation of votes of Acquired Fund
shareholders shall be allocated to each Acquired Fund. All of the
other expenses of the transactions, including without limitation,
accounting, legal and custodial expenses, contemplated by this
Agreement shall be allocated equally between the Acquiring Funds and
Acquired Funds. [The expenses detailed above shall be borne as
follows: (a) as to expenses allocable to an Acquired Fund, 75% shall
be borne by the Acquired Fund and 25% of such expenses shall be borne
by Columbia Management Advisors, Inc., and (b) as to expenses
allocable to the Acquiring Fund, 100% of such expenses shall be borne
by Columbia.]
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.
11.1. Each Columbia Fund Company, on behalf of each Acquired Fund, and
Columbia Funds Series Trust, on behalf of each Acquiring Fund, agree
that neither party has made any representation, warranty or covenant
not set forth herein and that this Agreement constitutes the entire
agreement between the parties.
15
11.2. The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in
connection herewith shall not survive the consummation of the
transactions contemplated hereunder except paragraphs 2.1, 2.2, 2.5,
6.4, 10, 11, 14 and 15.
12. TERMINATION.
12.1. This Agreement may be terminated by the mutual agreement by the Board
of a Columbia Fund Company, on behalf of the Acquired Funds, and the
Board of Columbia Funds Series Trust, on behalf of the corresponding
Acquiring Funds. In addition, any party to the Agreement may at its
option terminate this Agreement at or prior to the Closing Date
because:
(a) Of a material breach by the other of any representation,
warranty, covenant or agreement contained herein to be
performed by the other party at or prior to the Closing Date;
(b) A condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably
appears that it will not or cannot be met; or
(c) Any governmental authority of competent jurisdiction shall have
issued any judgment, injunction, order, ruling or decree or
taken any other action restraining, enjoining or otherwise
prohibiting this Agreement or the consummation of any of the
transactions contemplated herein and such judgment, injunction,
order, ruling, decree or other action becomes final and
non-appealable; provided that the party seeking to terminate
this Agreement pursuant to this subparagraph (c) shall have
used its reasonable best efforts to have such judgment,
injunction, order, ruling, decree or other action lifted,
vacated or denied; or
If the transactions contemplated by this Agreement have not
been substantially completed by December 31, 2006, this
Agreement shall automatically terminate on that date unless a
later date is agreed to by both a Columbia Fund Company and
Columbia Funds Series Trust.
12.2. If for any reason the transactions contemplated by this Agreement are
not consummated, no party shall be liable to any other party for any
damages resulting therefrom, including without limitation
consequential damages.
13. AMENDMENTS.
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of a Columbia
Fund Company, on behalf of the Acquired Funds, and authorized officers of
Columbia Funds Series Trust, on behalf of the corresponding Acquiring Funds;
provided, however, that following the shareholders' meeting called by an
Acquired Fund pursuant to paragraph 6.2 no such amendment may have the effect
of changing the provisions for determining the number of the Acquisition Shares
to be issued to shareholders of the Acquired Fund under this Agreement to the
detriment of such shareholders without their further approval.
14. NOTICES.
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to ______ or ______, ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary.
15. MISCELLANEOUS.
The Reorganization of an Acquired Fund into a corresponding Acquiring Fund
(including any representations and warranties made and conditions precedent
required to occur in connection therewith) shall not be
16
conditioned on any other Reorganization contemplated either under this
Agreement or any other agreement and plan of reorganization.
16. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE.
16.1. The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
16.2. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
16.3. This Agreement shall be governed by and construed in accordance with
the domestic substantive laws of the State of Delaware, without
giving effect to any choice or conflicts of law rule or provision
that would result in the application of the domestic substantive laws
of any other jurisdiction.
16.4. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer hereof or of any rights or obligations hereunder shall be
made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed
to confer upon or give any person, firm or corporation, other than
the parties hereto and their respective successors and assigns, any
rights or remedies under or by reason of this Agreement.
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers designated below as of the date
first written above.
COLUMBIA FUNDS TRUST II COLUMBIA FUNDS TRUST IV
for itself and on behalf of for itself and on behalf of
Columbia Money Market Fund Columbia Municipal Money
Market Fund
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- -------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer President and Chief Executive Officer
COLUMBIA DAILY INCOME COLUMBIA MANAGEMENT
COMPANY ADVISORS, INC.
(solely for purposes of Section
10.2 of this Agreement)
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- -------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer Director
COLUMBIA FUNDS SERIES TRUST
for itself and on behalf of
Columbia Cash Reserves
and Columbia Municipal Reserves
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Treasurer and Chief
Financial Officer
Appendix A
SHAREHOLDERS IN THIS ACQUIRED FUND SHARE WOULD RECEIVE THESE ACQUISITION SHARES
CLASS OF THIS
ACQUIRING FUND IN THE REORGANIZATION
Columbia Daily Income Company [GRAPHIC] Columbia Cash Reserves
Class Z Shares Class Z Shares
Columbia Money Market Fund [GRAPHIC] Columbia Cash Reserves
Class A Shares Class Z Shares
Class B Shares Class B Shares
Class C Shares Class Z Shares
Class Z Shares Class Z Shares
Columbia Municipal Money Market Fund [GRAPHIC] Columbia Municipal Reserves
Class A Shares Class Z Shares
Class B Shares Class B Shares
Class C Shares Class Z Shares
Class Z Shares Class Z Shares