RE: Ninth Amendment to Loan Agreement
(h) (17)
August 29, 2008
Each of the Borrowers listed
on Appendix I hereto
One Financial Center
Mail Stop: MA5-516-03-01
Boston, Massachusetts 02111
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
RE: Ninth 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, and Banc of America Funds Trust (each, a “Borrower”), each acting on behalf of its fund series as the case may be (any such series, a “Fund”) as described on Appendix I attached to the Existing Loan Agreement, a $150,000,000 unsecured uncommitted line of credit (the “Uncommitted Line”) as described in a letter agreement dated September 19, 2005, by and among the Borrowers and the Bank (as amended prior to the date hereof, the Existing Loan Agreement, and as the Existing Loan Agreement, as further amended hereby, the “Loan Agreement”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $150,000,000 dated September 17, 2007 executed by the Borrowers in favor of the Bank (the “Note”). Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.
The Borrowers have requested, and the Bank has agreed, to make changes to the Existing Loan Agreement as set forth below. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers, on behalf of the Funds, and the Bank hereby agree as follows:
I. Amendments to Existing Loan Agreement
1. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia Value and Restructuring Fund, Variable Series, Columbia Select Opportunities Fund, Variable Series and Columbia Select Large Cap Growth Fund, Variable Series, each a series of Columbia Funds Variable Insurance Trust (each, a “New Fund” and, together, the “New Funds”) to the terms of the Loan Agreement and Note as Funds thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the date hereof, the New Funds are and shall be subject to and bound by,
and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if each of the New Funds had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall hereafter be deemed to be references to each of the New Funds.
2. The Borrowers and the Bank agree that Columbia ▇▇▇▇▇▇▇ Growth Master Portfolio, a series of Columbia Funds Master Investment Trust, LLC (the “Terminating Fund”), will be terminated as a “Fund,” effective upon (i) the transfer of its assets to CMGF (defined below) via a redemption in-kind of CMGF’s interests in the Terminating Fund, thereby converting CMGF from a feeder fund investing all of its assets in the Terminating Fund to a stand-alone fund (the “Conversion”), and (ii) the payment and satisfaction in full of all principal, interest, fees and other obligations or amounts owing by the Terminating Fund under the Loan Agreement, for all purposes under the Loan Agreement and Note.
3. The Borrowers have requested, and the Bank has agreed, to the addition of Columbia ▇▇▇▇▇▇▇ Growth Fund (“CMGF”), a series of Columbia Funds Series Trust (“CFST”), to the terms of the Loan Agreement and Note as a Fund thereunder. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers and the Bank agree that effective as of the CMGF Effective Date (as defined below), CMGF shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Agreement and the Note, and shall be a party thereto, all as if CMGF had been a “Fund” party to the original execution and delivery thereof, and all references in the Loan Agreement and the Note to a “Fund” (or any other relevant term used to describe the Funds thereunder) shall thereafter be deemed to include references to CMGF. Notwithstanding the foregoing or anything else contained herein, this paragraph 3 shall not become effective unless and until (i) the Borrowers shall have delivered to the Bank, on or prior to October 16, 2008, a Federal Reserve Regulation U-1 form executed by CFST, (ii) the Borrowers shall have delivered to the Bank notice of the effective date of the Conversion described in paragraph 2 above and (iii) the Terminating Fund shall have been terminated as a “Fund” pursuant to the paragraph 2 above. In the event that the above conditions shall not have been satisfied on or prior to October 16, 2008, the provisions of this paragraph shall not be effective, and unless and until such conditions have been satisfied, CMGF shall not be a Fund under the Loan Documents for any purpose. The date on which the conditions of this paragraph are satisfied shall be referred to as the “CMGF Effective Date”.
4. The Appendix I to each of the Loan Agreement and the Note (and the relevant appendix to each other certificate, document, side letter, form or agreement executed or delivered in connection with the Loan Agreement and to which a list of Funds is appended) is hereby replaced in its entirety with Appendix I attached hereto to reflect the changes described in the foregoing paragraphs. All references in the Loan Agreement and the Note (and any such other certificate, document, side letter, form or agreement) to Appendix I shall hereafter be deemed to refer to the replacement Appendix I attached hereto.
II. Miscellaneous
1. Other than as amended hereby, all terms and conditions of the Loan Agreement and all related documents are ratified and affirmed as of the date hereof in order to give effect to the terms hereof.
2. Each of the Borrowers, for itself and on behalf of its respective Funds (including the New Funds and CMGF), but subject (in the case of CFST, on behalf of CMGF) to the satisfaction of the conditions set forth in paragraph 3 above, represents and warrants to the Bank as follows: (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of such Borrower’s representations and warranties contained in Section II(2) of the Loan Agreement is true and correct in all material respects on and as of the date of this letter agreement; (c) the execution, delivery and performance of this letter agreement and the Loan Documents, as amended hereby: (i) are, and will be, within such Borrower’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the Declaration of Trust, Articles of Incorporation or by-laws of such Borrower or any law, rule or regulation applicable to such Borrower or Fund, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) assuming due authorization, execution and delivery by the Bank, each of the Loan Documents, as amended hereby, constitutes the legal, valid, binding and enforceable obligation of such Borrower, on behalf of each of its respective Funds, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
3. Upon receipt of a fully executed copy of this letter agreement and such other documents or instruments as the Bank may reasonably request, this letter agreement shall be deemed to be an instrument under seal and an amendment to the Loan Agreement to be governed by the laws of The Commonwealth of Massachusetts.
4. The Declaration of Trust or other formation document for certain of the Borrowers are on file with the Secretary of The Commonwealth of Massachusetts and the Clerk of the City of Boston or the Delaware Secretary of State, as the case may be, and notice is hereby given that this instrument is executed by the Trustees and officers of such Borrowers as Trustees and officers, as the case may be, and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate ▇▇▇▇▇▇▇▇.
5. This letter agreement may be executed in counterparts each of which shall be deemed to be an original document.
[Remainder of Page Intentionally Left Blank]
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/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President | ||
Acknowledged and Accepted:
| COLUMBIA FUNDS SERIES TRUST, | ||
| COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC, | ||
| COLUMBIA FUNDS VARIABLE INSURANCE TRUST I, | ||
| BANC OF AMERICA FUNDS TRUST, | ||
| COLUMBIA FUNDS SERIES TRUST I, | ||
| COLUMBIA FUNDS INSTITUTIONAL TRUST, | ||
| COLUMBIA FUNDS VARIABLE INSURANCE TRUST, on behalf of their respective fund series as listed in Appendix I attached hereto |
||
| By: | /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President and Chief Financial Officer |
Acknowledged:
| STATE STREET BANK AND TRUST COMPANY, as Custodian | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Vice Chairman | |
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 ▇▇▇▇▇▇▇ 21st Century Fund
Columbia ▇▇▇▇▇▇▇ Focused Equities Fund
Columbia ▇▇▇▇▇▇▇ Global Fund
Columbia ▇▇▇▇▇▇▇ Growth Fund*
Columbia ▇▇▇▇▇▇▇ International Opportunities Fund
Columbia Maryland Intermediate Municipal Bond Fund
Columbia Mid Cap Index Fund
Columbia Mid Cap Value Fund
Columbia Masters Global Equity Portfolio
Columbia Masters Heritage Portfolio
Columbia Masters International Equity Portfolio
Columbia Multi-Advisor International Equity Fund
Columbia North Carolina Intermediate Municipal Bond Fund
Columbia Overseas Value Fund
Columbia Short Term Bond Fund
Columbia Short Term Municipal 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 ▇▇▇▇▇▇▇ Growth Fund to be added effective as of the CMGF Effective Date subject to a condition set forth in this Amendment above. |
COLUMBIA FUNDS MASTER INVESTMENT TRUST, LLC, on behalf of:
Columbia International Value Master Portfolio
Columbia ▇▇▇▇▇▇▇ Growth Master Portfolio**
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I, on behalf of:
Columbia High Yield Fund, Variable Series
Columbia ▇▇▇▇▇▇▇ 21st Century Fund, Variable Series
Columbia ▇▇▇▇▇▇▇ Focused Equities Fund, Variable Series
Columbia ▇▇▇▇▇▇▇ Growth Fund, Variable Series
Columbia ▇▇▇▇▇▇▇ International Opportunities Fund, Variable Series
Columbia Mid Cap Growth Fund, Variable Series
BANC OF AMERICA FUNDS TRUST, on behalf of:
Banc of America Retirement 2005 Portfolio
Banc of America Retirement 2010 Portfolio
Banc of America Retirement 2015 Portfolio
Banc of America Retirement 2020 Portfolio
Banc of America Retirement 2025 Portfolio
Banc of America Retirement 2030 Portfolio
Banc of America Retirement 2035 Portfolio
Banc of America Retirement 2040 Portfolio
COLUMBIA FUNDS SERIES TRUST I, on behalf of:
Columbia Asset Allocation Fund
Columbia Balanced Fund
Columbia Blended Equity Fund
Columbia Bond Fund
Columbia California Tax-Exempt Fund
Columbia Common Stock Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Conservative High Yield Fund
Columbia Core Bond Fund
Columbia Disciplined Value Fund
Columbia Dividend Income Fund
Columbia Emerging Markets Fund
Columbia Energy and Natural Resources Fund
Columbia Federal Securities Fund
Columbia Greater China Fund
Columbia High Yield Municipal Fund
| ** | Columbia ▇▇▇▇▇▇▇ Growth Mater Portfolio will be terminated subject to conditions set forth in this Amendment above. |
Columbia High Yield Opportunity Fund
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Intermediate Municipal Bond Fund
Columbia International Growth Fund
Columbia International Stock Fund
Columbia Large Cap Growth Fund
Columbia Liberty Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia Mid Cap Growth Fund
Columbia Mid Cap Value and Restructuring Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia New York Tax-Exempt Fund
Columbia Oregon Intermediate Municipal Bond Fund
Columbia Pacific/Asia Fund
Columbia Real Estate Equity Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Columbia Select Large Cap Growth Fund
Columbia Select Opportunities Fund
Columbia Select Small Cap Fund
Columbia Short-Intermediate Bond Fund
Columbia Small Cap Core Fund
Columbia Small Cap Growth Fund I
Columbia Small Cap Value Fund I
Columbia Strategic Income Fund
Columbia Strategic Investor Fund
Columbia Tax-Exempt Fund
Columbia Technology Fund
Columbia U.S. Treasury Index Fund
Columbia Value and Restructuring Fund
Columbia World Equity Fund
COLUMBIA FUNDS INSTITUTIONAL TRUST, on behalf of:
CMG Core Bond Fund
CMG Enhanced S&P 500 Index Fund
CMG High Yield Fund
CMG International Stock Fund
CMG Large Cap Growth Fund
CMG Large Cap Value Fund
CMG Mid Cap Growth Fund
CMG Mid Cap Value Fund
CMG Short Term Bond Fund
CMG Small Cap Growth Fund
CMG Small Cap Value Fund
CMG Small/Mid Cap Fund
CMG Strategic Equity Fund
CMG Ultra Short Term Bond Fund
COLUMBIA FUNDS VARIABLE INSURANCE TRUST, on behalf of:
Columbia Small Cap Value Fund, Variable Series
Columbia Strategic Income Fund, Variable Series
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
Columbia Value and Restructuring Fund, Variable Series
Columbia Select Opportunities Fund, Variable Series
Columbia Select Large Cap Growth Fund, Variable Series