Item 77Q1(g)
Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as
of March 27, 2008, is by and among Excelsior Funds, Inc.
and Excelsior Tax-Exempt Funds, Inc. (each an "Acquired
Company"), each on behalf of each series thereof identified
in Exhibit A hereto as an Acquired Fund (each an "Acquired
Fund"), Columbia Funds Series Trust (the "Acquiring Trust"),
on behalf of each series thereof identified in Exhibit A
hereto as the corresponding Acquiring Fund (each an
"Acquiring Fund"), and Columbia Management Advisors,
LLC ("Columbia").
This Agreement shall be treated as if each
reorganization between an Acquired Fund and its corresponding
Acquiring Fund contemplated hereby had been the subject of
a separate agreement.
This Agreement is intended to be and is adopted as
a plan of reorganization and liquidation within the meaning
of Section 361(a) and Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"), and
any successor provision. The reorganization will consist of
the transfer of all of the assets of each Acquired Fund
attributable to each class of its shares in exchange for
shares of the corresponding class of shares of the
corresponding Acquiring Fund (the "Acquisition Shares"), and
the assumption by each Acquiring Fund of the liabilities of
the corresponding Acquired Fund and the distribution of the
Acquisition Shares to the relevant shareholders of such
Acquired Fund in liquidation of such Acquired Fund, all upon
the terms and conditions set forth in this Agreement.
In consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto
covenant and agree as follows:
1. TRANSFER OF ASSETS OF EACH ACQUIRED FUND IN EXCHANGE
FOR ASSUMPTION OF LIABILITIES AND ACQUISITION SHARES AND
LIQUIDATION OF SUCH ACQUIRED FUND.
1.1. 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 the
corresponding Acquiring Fund, and each Acquiring Fund will
acquire all the assets of the corresponding Acquired Fund as
set forth in paragraph 1.2;
(b) Each Acquiring Fund will assume all of the
corresponding Acquired Fund's liabilities and obligations
of any kind whatsoever, whether absolute, accrued, contingent
or otherwise, in existence on the Closing Date (as defined in
paragraph 1.2 hereof) (the "Obligations"), except that expenses
of the reorganization contemplated hereby to be paid by the
Acquired Fund pursuant to paragraph 9.2 shall not be assumed or
paid by the Acquiring Fund; and
(c) Each Acquiring Fund will issue and deliver to the
corresponding Acquired Fund in exchange for the net assets
attributable to each class of its shares a number of Acquisition
Shares of the corresponding class (including fractional shares,
if any) determined by dividing the value of such net assets,
computed in the manner and as of the time and date set forth
in paragraph 2.1, by the net asset value of one Acquisition
Share of the corresponding class computed in the manner and as
of the time and date set forth in paragraph 2.2. Such
transactions shall take place at the closing provided for in
paragraph 3.1 (the "Closing").
1.2. The assets of each Acquired Fund to be acquired by the
corresponding Acquiring Fund shall consist of all cash, securities,
dividends and interest receivable, receivables for shares sold and
all other assets that are owned by the Acquired Fund on the
closing date provided in paragraph 3.1 (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 the applicable Acquired Company's current and former
directors and officers, acting in their capacities as such, under
the applicable Acquired Company's organizational documents as in
effect as of the date of this Agreement or under any other
agreement of the Acquired Fund shall survive the reorganization
as obligations of the Acquiring Trust, on behalf of the Acquiring
Fund, and shall continue in full force and effect, without any
amendment thereto, and shall constitute rights which may be
asserted against the Acquiring Trust, on behalf of the Acquiring
Fund, its successors or assigns.
1.3. As provided in paragraph 3.4, as soon after the Closing
Date as is conveniently practicable (the "Liquidation Date"),
each Acquired Fund will liquidate and distribute pro rata to its
shareholders of record of each class of its shares, determined
as of the close of business on the Valuation Date (as defined in
paragraph 2.1), the Acquisition Shares of the corresponding class
received by the Acquired Fund pursuant to paragraph 1.1. 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 the corresponding Acquiring Fund
to open accounts on the share records of the corresponding
Acquiring Fund in the names of the Acquired Fund's shareholders
and representing the respective pro rata number of Acquisition
Shares due such shareholders. The Acquiring Fund shall not be
obligated to issue certificates representing Acquisition Shares
in connection with such exchange.
1.4. With respect to Acquisition Shares distributable pursuant
to paragraph 1.3 to an Acquired Fund shareholder holding a
certificate or certificates for shares of the Acquired Fund, if
any, on the Valuation Date, the Acquired Fund will not permit
such shareholder to receive Acquisition Share certificates
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 such
Acquired Fund shareholder has surrendered all his or her outstanding
certificates for Acquired Fund shares or, in the event of lost
certificates, posted adequate bond.
1.5. As soon as practicable after the Closing Date, each Acquired
Fund shall make all filings and take all other steps as shall be
necessary and proper to effect its complete dissolution under
applicable state law. After the Closing Date, no Acquired Fund
shall conduct any business except in connection with its dissolution.
2. VALUATION.
2.1. For the purpose of paragraph 1, the value of each Acquired
Fund's assets to be acquired by the corresponding Acquiring Fund
hereunder shall be the value of such assets computed as of the
close of regular trading on the New York Stock Exchange on the
business day next preceding the Closing (such time and date being
herein called the "Valuation Date") using the valuation procedures
set forth in the organizational documents of the corresponding
Acquiring Fund and the then current prospectus or prospectuses or
statement or statements of additional information of the
corresponding Acquiring Fund (collectively, as amended or
supplemented from time to time, the "Acquiring Fund Prospectus"),
after deduction for the expenses of the reorganization
contemplated hereby to be paid by the Acquired Fund pursuant to
paragraph 9.2, and shall be certified by the Acquired Fund.
2.2. For the purpose of paragraph 2.1, the net asset value of
an Acquisition Share of each class shall be the net asset value
per share computed as of the close of regular trading on the
New York Stock Exchange on the Valuation Date, using the valuation
procedures set forth in the organizational documents of the
Acquiring Fund and the Acquiring Fund Prospectus.
3. CLOSING AND CLOSING DATE.
3.1. The Closing Date shall be on March 31, 2008, or on such
other date as the parties may agree. The Closing shall be held at
Columbia's offices, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 (or such other place as the parties may agree), at such
time as the parties may agree.
3.2. The portfolio securities of each Acquired Fund shall be
made available by the Acquired Fund to the custodian for the
corresponding Acquiring Fund (the "Custodian"), for examination
no later than five business days preceding the Valuation Date.
On the Closing Date, such portfolio securities and all the
Acquired Fund's cash shall be delivered by the Acquired Fund to
the Custodian for the account of the 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 Investment Company Act of 1940, as
amended (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 [Acquiring Fund]".
3.3. 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 each Acquired Fund
or the 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 the Acquired Fund or the corresponding
Acquiring Fund upon the giving of written notice to the other
party.
3.4. At the Closing, each Acquired Fund or its transfer
agent shall deliver to the corresponding Acquiring Fund or
its designated agent a list of the names and addresses of
the Acquired Fund's shareholders and the number of outstanding
shares of each class of the Acquired Fund owned by each
Acquired Fund shareholder, all as of the close of business on
the Valuation Date, certified by any Vice President, Secretary
or Assistant Secretary of the Acquired Fund. The Acquiring
Trust will provide to the Acquired Fund evidence satisfactory
to the Acquired Fund that the Acquisition Shares issuable
pursuant to paragraph 1.1 have been credited to the Acquired
Fund's account on the books of the Acquiring Fund. On the
Liquidation Date, each Acquiring Fund will provide to the
corresponding Acquired Fund evidence satisfactory to the
corresponding Acquired Fund that such Acquisition Shares
have been credited pro rata to open accounts in the names
of the corresponding Acquired Fund's shareholders as provided
in paragraph 1.3.
3.5. 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 dissolution contemplated by paragraph 1.
4. REPRESENTATIONS AND WARRANTIES.
4.1. Each Acquired Fund represents and warrants the
following to the corresponding Acquiring 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) Each Acquired Company, of which each Acquired Fund
is a series thereof, is a Maryland corporation that is duly
organized, validly existing and in good standing under the
laws of the State of Maryland;
(b) Each Acquired Company, of which each Acquired Fund
is a series thereof, is a duly registered investment company
classified as a management company of the open-end type and
its registration with the Securities and Exchange Commission
as an investment company under the 1940 Act is in full force
and effect, and the Acquired Fund is a separate series thereof
duly designated in accordance with the applicable provisions
of the Articles of Incorporation of the applicable Acquired
Company and the 1940 Act;
(c) The Acquired Fund is not in violation in any material
respect of any provision of its organizational documents or of
any agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquired Fund is a party or by which
the Acquired Fund is bound, and the execution, delivery and
performance of this Agreement will not result in any such
violation;
(d) The 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)
that if terminated may result in material liability to the
Acquired Fund or under which (whether or not terminated) any
material payments for periods subsequent to the Closing Date
will be due from the Acquired Fund;
(e) To the knowledge of the Acquired Fund, except as has
been disclosed in writing to the corresponding Acquiring Fund,
no litigation or administrative proceeding or investigation
of or before any court or governmental body is presently
pending or threatened as to the Acquired Fund, any of its
properties or assets, or any person whom the Acquired 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 that
materially and adversely affects its business or its ability
to consummate the transactions contemplated hereby;
(f) The statement of assets and liabilities, the statement
of operations, the statement of changes in net assets, and the
schedule of investments of the Acquired Fund, as of the last
day of and for its most recently completed fiscal year, audited
by PricewaterhouseCoopers LLP (and, if applicable, an unaudited
statement of assets and liabilities, statement of operations,
statement of changes in net assets and schedule of investments
for any subsequent semiannual period following the most recently
completed fiscal year), copies of which have been furnished to
the 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 and liabilities referred to above or those
incurred in the ordinary course of its business since the last
day of the Acquired Fund's most recently completed fiscal year;
(g) Since the last day of the Acquired Fund's most recently
completed fiscal year, there has not been any material adverse
change in the Acquired Fund's financial condition, assets,
liabilities or business (other than changes occurring in the
ordinary course of business), or any incurrence by the Acquired
Fund of indebtedness, except as disclosed in writing to the
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 the 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, except for amounts that alone and in the aggregate would
not reasonably be expected to have a material adverse effect.
All of the Acquired Fund's tax liabilities will have been
adequately provided for on its books. To the best of the 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) The 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.
The Acquired Fund has not at any time since its inception been
liable for, and is not now liable for, any material income or
excise tax pursuant to Section 852 or 4982 of the Code. The
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
that could be imposed thereunder;
(j) Exhibit B hereto sets forth the authorized capital of
the Acquired Fund. All issued and outstanding shares of the
Acquired Fund are, and at the Closing Date will be, duly and
validly issued and outstanding, fully paid and non-assessable
(except as set forth in the Acquired Fund's then current
prospectus or prospectuses or statement or statements of
additional information (collectively, as amended or
supplemented from time to time, the "Acquired Fund Prospectus"))
by the Acquired Fund and will have been issued in compliance
with all applicable registration or qualification requirements
of federal and state securities laws. Except as set forth on
Exhibit B hereto, no options, warrants or other rights to
subscribe for or purchase, or securities convertible into, any
shares of common stock of the Acquired Fund are outstanding and
none will be outstanding on the Closing Date;
(k) The 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 Acquired Fund Prospectus, except
as previously disclosed in writing to the corresponding Acquiring
Fund;
(l) The execution, delivery and performance of this Agreement
has been duly authorized by the directors of the Acquired Fund,
and, upon approval thereof by the required majority of the
shareholders of the Acquired Fund and assuming the due
authorization, execution and delivery of this Agreement by the
Acquiring Trust and Columbia, 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 the Acquired
Fund pursuant to paragraph 1 will not be acquired for the purpose
of making any distribution thereof other than to the Acquired
Fund's shareholders as provided in paragraph 1.3;
(n) The information provided by the Acquired Fund for use
in the Registration Statement and Prospectus/Proxy Statement
referred to in paragraph 5.3 shall be accurate and 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 the
Acquired Fund of the transactions contemplated by this Agreement,
except such as may be required under the Securities Act of 1933,
as amended (the "1933 Act"), the Securities Exchange Act of 1934,
as amended (the "1934 Act"), the 1940 Act and state securities or
"Blue Sky" laws (which terms used herein shall include the laws
of the District of Columbia and of Puerto Rico);
(p) At the Closing Date, the Acquired Fund will have good and
marketable title to its assets to be transferred to the
corresponding Acquiring Fund pursuant to paragraph 1.1 and will
have full right, power and authority to sell, assign, transfer
and deliver the Investments (as defined below) and any other
assets and liabilities of the Acquired Fund to be transferred to
the 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, the corresponding 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 corresponding Acquiring Fund. As used in this
Agreement, the term "Investments" shall mean the Acquired Fund's
investments shown on the schedule of its investments as of the
date of its most recently completed fiscal year, referred to in
subparagraph 4.1(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;
(q) At the Closing Date, the Acquired Fund will have sold such
of its assets, if any, as are necessary based on information provided
by the corresponding Acquiring Fund and contingent on the accuracy
of such information to assure that, after giving effect to the
acquisition of the assets of the Acquired Fund pursuant to this
Agreement, the Acquiring Fund will remain a "diversified company"
within the meaning of Section 5(b)(1) of the 1940 Act, if applicable,
and in compliance with such other mandatory investment
restrictions as are set forth in the Acquiring Fund Prospectus, as
amended through the Closing Date. Notwithstanding the foregoing,
nothing herein will require the Acquired Fund to dispose of any
investments or securities if, in the reasonable judgment of the
Acquired Fund, such disposition would either violate the Acquired
Fund's fiduciary duty to its shareholders or adversely affect the
tax-free nature of the reorganization contemplated by this
Agreement; 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 the corresponding
Acquiring Fund or the Acquired Fund, except as previously
disclosed by the Acquired Fund to the corresponding Acquiring
Fund.
4.2. Each Acquiring Fund represents and warrants the
following to the 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) The Acquiring Trust is a Delaware statutory trust that
is duly organized, validly existing and in good standing under
the laws of the State of Delaware;
(b) The Acquiring Trust is a duly registered investment
company classified as a management company of the open-end type
and its registration with the Securities and Exchange Commission
as an investment company under the 1940 Act is in full force
and effect, and the Acquiring Fund is a separate series thereof
duly designated in accordance with the applicable provisions of
the Amended and Restated Declaration of Trust ("Declaration of
Trust") of the Acquiring Trust and the 1940 Act;
(c) The Acquiring Fund Prospectus conforms in all material
respects to the applicable requirements of the 1933 Act and the
rules and regulations of the Securities and Exchange Commission
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;
(d) At the Closing Date, the Acquiring Fund will have good
and marketable title to its assets;
(e) The Acquiring Fund is not in violation in any material
respect of any provisions of its organizational documents or of
any agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquiring Fund is a party or by which
the Acquiring Fund is bound, and the execution, delivery and
performance of this Agreement will not result in any such
violation;
(f) To the knowledge of the Acquiring Fund, except as has
been disclosed in writing to the corresponding Acquired Fund,
no litigation or administrative proceeding or investigation
of or before any court or governmental body is presently
pending or threatened as to the Acquiring Fund, 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 Acquiring
Fund is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body
that 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 of the Acquiring
Fund, as of the last day of and for its most recently
completed fiscal year, audited by PricewaterhouseCoopers
LLP (and, if applicable, an unaudited statement of assets
and liabilities, statement of operations, statement of
changes in net assets and schedule of investments for
any subsequent semiannual period following the most
recently completed fiscal year), copies of which have
been furnished to the Acquired Fund, fairly reflect the
financial condition and results of operations of the
Acquiring Fund as of such dates and for the periods then
ended in accordance with generally accepted accounting
principles consistently applied, and the 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 the last day
of the Acquiring Fund's most recently completed fiscal
year;
(h) Since the last day of the Acquiring Fund's most
recently completed fiscal year, there has not been any
material adverse change in the Acquiring Fund's financial
condition, assets, liabilities or business (other than
changes occurring in the ordinary course of business), or
any incurrence by the Acquiring Fund of indebtedness,
except as disclosed in writing to the Acquired Fund. For
the purposes of this subparagraph (h), 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;
(i) As of the Closing Date, all federal and other tax
returns and reports of the 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 the Acquiring Fund's
tax liabilities will have been adequately provided for on
its books. To the best of the Acquiring 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;
(j) The Acquiring Fund has met the requirements of
subchapter M of the Code for treatment as a "regulated
investment company" within the meaning of Section 851 of
the Code in respect of each taxable year since the
commencement of operations, and will continue to
meet such requirements at all times through the Closing
Date. The Acquiring Fund has not at any time since its
inception been liable for, nor is it now liable for, any
material income or excise tax pursuant to Section 852 or
4982 of the Code. The 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 that could be
imposed thereunder;
(k) Exhibit C hereto sets forth the authorized
capital of the Acquiring Fund. All issued and outstanding
shares of the Acquiring Fund are, and at the Closing Date
will be, duly and validly issued and outstanding, fully
paid and non-assessable (except as set forth in the
Acquiring Fund Prospectus) by the Acquiring Fund and will
have been issued in compliance with all applicable
registration or qualification requirements of federal and
state securities laws. Except as set forth on Exhibit C
hereto, no options, warrants or other rights to subscribe
for or purchase, or securities convertible into, any shares
of common stock of the Acquiring Fund are outstanding and
none will be outstanding on the Closing Date;
(l) The 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 Acquiring Fund Prospectus;
(m) The execution, delivery and performance of this
Agreement have been duly authorized by all necessary action
on the part of the Acquiring Fund, and, assuming the due
authorization, execution and delivery of this Agreement by
the Acquired Company and Columbia, this Agreement constitutes
the valid and binding obligation of the 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
the corresponding 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 shares in the Acquiring Fund, and will be fully paid
and non-assessable (except as set forth in the Acquiring Fund
Prospectus) by the Acquiring Fund, and no shareholder of the
Acquiring Fund will have any preemptive right of subscription
or purchase in respect thereof;
(o) The information to be furnished by the Acquiring Fund
for use in the Registration Statement and Prospectus/Proxy
Statement referred to in paragraph 5.3 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).
5. COVENANTS OF EACH ACQUIRED FUND AND THE
CORRESPONDING ACQUIRING FUND.
Each Acquired Fund and the corresponding Acquiring Fund
hereby covenants and agrees with the other as follows:
5.1. Each Acquiring Fund and each Acquired Fund will
each 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.
5.2. Each Acquired Fund will call a meeting of its
shareholders 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.
5.3. In connection with each Acquired Fund shareholders'
meeting referred to in paragraph 5.2, the corresponding
Acquiring Fund will prepare a prospectus/proxy statement
(the "Prospectus/Proxy Statement") for such meeting, to be
included in a Registration Statement on Form N-14 (the
"Registration Statement"), which the corresponding Acquiring
Fund will prepare and file for registration under the 1933
Act of the Acquisition Shares to be distributed to each
Acquired Fund's shareholders pursuant hereto, all in
compliance with the applicable requirements of the
1933 Act, the 1934 Act, and the 0000 Xxx.
5.4. The information to be furnished by each Acquired
Fund for use in the Registration Statement and the
information to be furnished by the corresponding Acquiring
Fund for use in the Prospectus/Proxy Statement, each as
referred to in paragraph 5.3, shall be accurate and complete
in all material respects and shall comply with federal
securities and other laws and regulations thereunder
applicable thereto.
5.5. Each Acquiring Fund will advise the corresponding
Acquired Fund promptly if at any time prior to the Closing
Date the assets of such Acquired Fund include any securities
that the Acquiring Fund is not permitted to acquire.
5.6. Subject to the provisions of this Agreement, the
Acquired Fund and the corresponding 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.
5.7. 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.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH
ACQUIRED FUND.
The obligation of each Acquired Fund to consummate the
transactions provided for herein shall be subject,
at its election, to the performance by the corresponding
Acquiring 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:
6.1. The corresponding Acquiring Fund shall have
delivered to the Acquired Fund a certificate executed in
its name by its President or a Vice President and its
Treasurer or an Assistant Treasurer, in form and substance
satisfactory to the Acquired Fund and dated as of the
Closing Date, to the effect that the representations and
warranties of the corresponding 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 the corresponding
Acquiring Fund has complied with all the covenants and
agreements and satisfied all of the conditions on its part
to be performed or satisfied under this Agreement at or
prior to the Closing Date.
6.2. The Acquired Fund shall have received a favorable
opinion of Xxxxxxxx & Xxxxxxxx, LLP, dated the Closing Date
and in a form satisfactory to the Acquired Fund, to the
following effect:
(a) The Acquiring Trust is a Delaware 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 presently
conducted, and the corresponding Acquiring Fund is a
separate series thereof duly constituted in accordance with
the applicable provisions of the 1940 Act and the Declaration
of Trust of the Acquiring Trust;
(b) This Agreement has been duly authorized, executed
and delivered on behalf of the corresponding Acquiring Fund
and, assuming the Registration Statement and Prospectus/Proxy
Statement referred to in paragraph 5.3 comply with applicable
federal securities laws and assuming the due authorization,
execution and delivery of this Agreement by the Acquired Fund
and Columbia, is the valid and binding obligation of the
corresponding Acquiring Fund enforceable against the
corresponding 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) The corresponding Acquiring Fund has the power to
assume the liabilities to be assumed by it hereunder, and, upon
consummation of the transactions contemplated hereby, the
corresponding Acquiring Fund will have duly assumed such
liabilities;
(d) The Acquisition Shares to be issued for transfer to the
Acquired Fund's 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 in the corresponding Acquiring Fund, and no shareholder
of the corresponding 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 the corresponding Acquiring Fund of its
obligations hereunder will not, violate the corresponding
Acquiring Fund's organizational documents, or any provision of
any agreement known to such counsel to which the corresponding
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 such Acquiring Fund is a party or
by which it is bound;
(f) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority
is required for the consummation by the corresponding 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 the Acquiring Fund existing on or before
the date of mailing of the Prospectus/Proxy Statement referred
to in paragraph 5.3 or the Closing Date required to be described
in the Registration Statement that are not described as required;
(h) The Acquiring Trust is registered with the Securities
and Exchange Commission as an investment company under the 1940 Act;
(i) To the knowledge of such counsel, except as has been
disclosed in writing to the Acquired Fund or disclosed in the
Prospectus/Proxy Statement referred to in paragraph 5.3, no
litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or
threatened as to the corresponding Acquiring Fund or any of its
properties or assets or any person whom the Acquired Fund may be
obligated to indemnify in connection with such litigation,
proceeding or investigation, and the corresponding Acquiring
Fund is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body
that materially and adversely affects its business or its
ability to consummate the transaction contemplated hereby; and
(j) The Registration Statement has become effective under
the 1933 Act and, to the knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement
has been issued under the 1933 Act and no proceedings for that
purpose have been instituted or threatened by the Securities
and Exchange Commission. Such counsel may rely as to matters
governed by the laws of The Commonwealth of Massachusetts on
an opinion of local counsel and/or certificates of officers or
trustees of the Acquiring Trust.
6.3. For the period beginning at the Closing Date of the
last reorganization of any series for each Acquired Company and
ending not less than six years thereafter, Columbia, its
successors and assigns, shall provide, or cause to be provided,
liability coverage at least comparable to the liability coverage
currently applicable to both former and current directors and
officers of such Acquired Company as of the date of this
Agreement, covering the actions of such directors and officers
of such Acquired Company for the period they served as such. Any
related costs or expenses shall be borne by the applicable
Acquired Company.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING
FUND.
The obligations of each Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the
performance by the 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:
7.1. The corresponding Acquired Fund shall have delivered to
the Acquiring Fund a certificate executed in its name by its
President or a Vice President and its Treasurer or an Assistant
Treasurer, in form and substance satisfactory to the Acquiring
Fund and dated as of the Closing Date, to the effect that the
representations and warranties of the corresponding 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 the corresponding Acquired
Fund has complied with all the covenants and agreements and
satisfied all of the conditions on its part to be performed or
satisfied under this Agreement at or prior to the Closing Date;
7.2. The Acquiring Fund shall have received a favorable opinion
of Xxxxxx, Xxxxx & Bockius LLP, dated the Closing Date and in a form
satisfactory to the Acquiring Fund, to the following effect:
(a) Each Acquired Company is a Maryland corporation, duly
organized and validly existing under the laws of the State of Maryland
and has power to own all of its properties and assets and to carry on
its business as presently conducted, and the corresponding Acquired
Fund is a separate series thereof duly constituted in accordance with
the applicable provisions of the 1940 Act and the Articles of
Incorporation and Bylaws of such Acquired Company;
(b) This Agreement has been duly authorized, executed and delivered
on behalf of the corresponding Acquired Fund and, assuming the
Registration Statement and Prospectus/Proxy Statement referred to in
paragraph 5.3 comply with applicable federal securities laws and assuming
the due authorization, execution and delivery of this Agreement by the
Acquiring Fund and Columbia, is the valid and binding obligation of
the corresponding Acquired Fund enforceable against the corresponding
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) The corresponding 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, the corresponding
Acquired Fund will have duly transferred such assets to the Acquiring Fund;
(d) The execution and delivery of this Agreement did not, and the
performance by the corresponding Acquired Fund of its obligations hereunder
will not, violate the corresponding Acquired Fund's organizational
documents or any provision of any agreement known to such counsel to which
the corresponding Acquired 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 the corresponding Acquired Fund is a party or by which it is bound;
(e) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority is required
for the consummation by the corresponding 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 the corresponding Acquired Fund existing on or before the
date of mailing of the Prospectus/Proxy Statement referred to in
paragraph 5.3 or the Closing Date required to be described in the
Prospectus/Proxy Statement that are not described as required;
(g) Each Acquired Company is registered with the Securities and
Exchange Commission as an investment company under the 1940 Act; and
(h) To the knowledge of such counsel, except as has been disclosed in
writing to the Acquiring Fund or disclosed in the Prospectus/Proxy
Statement referred to in paragraph 5.3, no litigation or administrative
proceeding or investigation of or before any court or governmental body
is presently pending or threatened as to the corresponding 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 corresponding Acquired Fund is not
a party to or subject to the provisions of any order, decree or judgment
of any court or governmental body that materially and adversely affects
its business or its ability to consummate the transaction contemplated
thereby.
Such counsel may rely as to matters governed by the laws of The
Commonwealth of Massachusetts on an opinion of local counsel and/or
certificates of officers or directors of the Acquired Company.
7.3. Prior to the Closing Date, the corresponding Acquired Fund
shall have declared a dividend or dividends which, together with all
previous dividends, shall have the effect of distributing (i) all of
the excess of (x) the corresponding Acquired Fund's interest income
excludable from gross income under Section 103 of the Code over (y)
the corresponding Acquired Fund's deductions disallowed under
Sections 265 or 171 of the Code and (ii) all of the corresponding
Acquired Fund's investment company taxable income as defined in
Section 852 of the Code (in each case computed without regard to
any deduction for dividends paid) for its taxable years ending on or
after March 31, 2007, and on or prior to the Closing Date (computed
without regard to any deduction for dividends paid), and all of its
net capital gains realized (after reduction for any capital loss
carryover) in each of its taxable years ending on or after
March 31, 2007, and on or prior to the Closing Date.
7.4. The corresponding Acquired Fund shall have furnished to
the Acquiring Fund a certificate, signed by the President (or any
Vice President) and the Treasurer (or Assistant Treasurer) of the
corresponding Acquired Fund, as to the adjusted tax basis in the
hands of the corresponding Acquired Fund of the securities
delivered to the Acquiring Fund pursuant to this Agreement.
7.5. The custodian of the corresponding Acquired Fund shall
have delivered to the Acquiring Fund a certificate identifying
all of the assets of the corresponding Acquired Fund held by
such custodian as of the Valuation Date.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH
ACQUIRED FUND AND THE CORRESPONDING ACQUIRING FUND.
The respective obligations of each Acquired Fund and the
corresponding Acquiring Fund hereunder are subject to the further
conditions that on or before the Closing Date:
8.1. 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 5.2.
8.2. 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. On the Closing Date, the Securities and
Exchange Commission will not have issued an unfavorable report
under Section 25(b) of the 1940 Act, nor instituted any proceeding
seeking to enjoin the consummation of the transactions
contemplated by this Agreement under Section 25(c) of the 1940 Act.
8.3. All consents of other parties and all other consents, orders
and permits of federal, state and local regulatory authorities
(including those of the Securities and Exchange Commission and of
state "Blue Sky" and securities authorities) deemed necessary by
the Acquired Fund or the corresponding Acquiring Fund to permit
consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except when 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
the Acquired Fund or the corresponding Acquiring Fund.
8.4. 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 0000 Xxx.
8.5. The Acquired Fund shall have received a favorable opinion
of Xxxxxxxx & Xxxxxxxx, LLP satisfactory to the Acquired Fund, and
the corresponding Acquiring Fund shall have received a favorable
opinion of Xxxxxxxx & Xxxxxxxx, LLP satisfactory to the
corresponding Acquiring Fund, each substantially to the effect
that, on the basis of existing provisions of the Code, Treasury
regulations promulgated thereunder, current administrative rules,
pronouncements, and court decisions, while the matter is not free
from doubt, generally for federal income tax purposes:
(a) The transactions contemplated by this Agreement will
constitute a reorganization within the meaning of Section 368(a)
of the Code, and the Acquired Fund and the corresponding
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 the 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 corresponding Acquiring Fund of the
liabilities of the Acquired Fund or (ii) upon the distribution
of the Acquisition Shares by the Acquired Fund to its
shareholders in liquidation, as contemplated in paragraph 1
hereof;
(c) No gain or loss will be recognized by the corresponding
Acquiring Fund upon receipt of the assets of the Acquired Fund
in exchange for the assumption of liabilities and obligations
and issuance of the Acquisition Shares as contemplated in
paragraph 1 hereof;
(d) The tax basis of the assets of the 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 period of the assets of the Acquired Fund
in the hands of the corresponding Acquiring Fund will include the
period during which such assets were held by the Acquired Fund;
(f) No gain or loss will be recognized by the Acquired Fund's
shareholders upon the exchange of all of their shares of the
Acquired Fund for the Acquisition Shares;
(g) The aggregate tax basis of the Acquisition Shares to be
received by a shareholder of the Acquired Fund will be the same
as the aggregate tax basis of the Acquired Fund's shares exchanged
therefor;
(h) The Acquired Fund shareholder's holding period for the
Acquisition Shares to be received will include the period during
which the Acquired Fund's shares exchanged therefor were held,
provided that such shareholder held the Acquired Fund's shares as
a capital asset on the date of the exchange; and
(i) The corresponding Acquiring Fund will succeed to and take
into account the items of the 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 the continuing accuracy and
completeness of certain factual representations made by officers
of the Acquired Fund, the corresponding Acquiring Fund, the
applicable Acquired Company and the Acquiring Trust and will
also be based on customary assumptions. The opinion is not a
guarantee that the tax consequences of the relevant
reorganization will be as described above. There is no
assurance that the Internal Revenue Service or a court would
agree with the opinion.
Xxxxxxxx & Xxxxxxxx, 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 under federal income tax principles (i) at the
end of a taxable year or upon termination thereof, or (ii)
upon the transfer of such asset regardless of whether such
a transfer would otherwise be a non-taxable transaction.
8.6. At any time prior to the Closing, any of the
foregoing conditions of this Agreement, except paragraph 8.1,
may be waived jointly by the board of trustees/directors of
the applicable Acquired Company and the Acquiring Trust, if,
in their judgment, such waiver will not have a material
adverse effect on the interests of the shareholders of the
Acquired Fund or the corresponding Acquiring Fund.
9. BROKERAGE FEES AND EXPENSES.
9.1. Each Acquired Fund and corresponding 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.
9.2. 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 the corresponding Acquiring Fund. All fees and
expenses related to printing and mailing communications to Acquired
Fund shareholders shall be allocated to the 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 Acquired
Fund and the corresponding Acquiring Fund. The expenses detailed
above shall be borne by the Fund to which they are allocated;
except that Columbia shall bear such expenses to the extent such
expenses exceed the anticipated reduction in expenses borne by
the Fund's shareholders over the first year following the
reorganization. In the event the Closing does not occur, Columbia
shall bear all such expenses.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.
10.1. Each Acquired Fund and corresponding Acquiring Fund agrees
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.
10.2. 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 1.1, 1.2,
1.3, 1.5, 5.4, 5.6, 6.3, 9, 10, 13 and 14.
11. TERMINATION.
11.1. This Agreement may be terminated by the mutual agreement
of each Acquired Fund and corresponding Acquiring Fund. In
addition, either an Acquired Fund or the corresponding Acquiring
Fund 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 Section 11.1(c) shall
have used its reasonable best efforts to have such judgment,
injunction, order, ruling, decree or other action lifted,
vacated or denied.
If the transactions contemplated by this Agreement have not
been substantially completed by December 31, 2008, this Agreement
shall automatically terminate on that date unless a later date
is agreed to by both the Acquired Fund and the corresponding
Acquiring Fund.
11.2. If for any reason, except for willful default by a
party, 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.
12. 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 each Acquired Fund and corresponding
Acquiring Fund; provided, however, that following the
shareholders' meeting called by each Acquired Fund pursuant to
paragraph 5.2 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 such Acquired Fund under
this Agreement to the detriment of such shareholders without
their further approval.
13. 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 the Acquired Fund or the
corresponding Acquiring Fund, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
NON- RECOURSE.
14.1. 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.
14.2. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
14.3. This Agreement shall be governed by and construed in
accordance with the domestic substantive laws of The
Commonwealth of Massachusetts, 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.
14.4. 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.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed as a sealed instrument
by its President, a Vice President or Treasurer and attested
by its Secretary or Assistant Secretary.
EXCELSIOR FUNDS, INC.
EXCELSIOR TAX-EXEMPT FUNDS, INC.
Each on behalf of each of its
Acquired Funds
Attested by:
/s/ Xxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxxxx, Xx. By: /s/ J. Xxxxx Xxxxxxxxxxx
Title: Secretary Name: J. Xxxxx Xxxxxxxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
COLUMBIA FUNDS SERIES TRUST
On behalf of each of its Acquiring Funds
Attested by:
/s/ Xxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxxxx, Xx. By: /s/ J. Xxxxx Xxxxxxxxxxx
Title: Secretary Name: J. Xxxxx Xxxxxxxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
Solely for purposes of Paragraphs 6.3
and 9.2 of the Agreement
COLUMBIA MANAGEMENT ADVISORS, LLC
Attested by:
/s/ Xxxxx X. Xxxxxxxxx, Xx. /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxxxxxx X. Xxxxxx
Title: Secretary Title: Managing Director
EXHIBIT A
Acquired Company/Acquired Fund Acquiring Trust/Acquiring Fund
(Share Classes) (Share Classes)
EXCELSIOR FUNDS, INC. COLUMBIA FUNDS SERIES TRUST
Short-Term Government Securities Fund Columbia Short Term Bond Fund
Shares Class Class Z
EXCELSIOR TAX-EXEMPT FUNDS, INC. COLUMBIA FUNDS SERIES TRUST
Short-Term Tax-Exempt Securities Fund Columbia Short Term Municipal
Bond Fund
Shares Class Class Z
California Short-Intermediate Term Columbia California Intermediate
Tax-Exempt Income Fund Municipal Bond Fund
Shares Class Class Z
EXHIBIT B
Authorized Capital of each Acquired Fund
Acquired Fund Share Class Authorized Capital
Short-Term Government Securities Fund Shares Class 500,000,000
Short-Term Tax-Exempt Securities Fund Shares Class 500,000,000
California Short-Intermediate Term
Tax-Exempt Income Fund Shares Class 500,000,000
EXHIBIT C
Authorized Capital of each Acquiring Fund
Acquiring Fund Share Class Authorized Capital
Columbia Short Term Bond Fund Class Z Unlimited
Columbia Short Term Municipal Xxxx Xx Class Z Unlimited
Columbia California Intermediate
Municipal Bond Fund Class Z Unlimited
Item 77Q1(e)
INVESTMENT ADVISORY AGREEMENT
COLUMBIA FUNDS SERIES TRUST
THIS AGREEMENT is made as of September 30, 2005, by
and between COLUMBIA FUNDS SERIES TRUST, a Delaware statutory
trust (the "Trust"), and COLUMBIA MANAGEMENT ADVISORS, LLC,
a Delaware limited liability company (the "Adviser"), on
behalf of those series of the Trust now or hereafter
identified on Schedule I (each, a "Fund" and collectively,
the "Funds").
WHEREAS, the Trust is registered with the Securities
and Exchange Commission (the "Commission") as an open-end
management investment company under the Investment Company
Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser is registered with the Commission
as an investment adviser under the Investment Advisers Act
of 1940, as amended (the "Advisers Act");
WHEREAS, the Trust desires that the Adviser manage the
investment operations of the Funds and the Adviser desires to
manage said operations; and
WHEREAS, the Board of Trustees of the Trust (the "Board"),
including a majority of the Trustees who are not "interested
persons" (as defined herein) of any party to this Agreement,
have approved this arrangement;
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein contained, it is agreed between the
parties hereto as follows:
1. Appointment of Adviser. The Trust hereby
appoints the Adviser and the Adviser hereby agrees to manage
the investment operations of each Fund subject to the terms of
this Agreement and subject to the supervision of the Board.
The Trust and the Adviser contemplate that certain duties of
the Adviser under this Agreement may be delegated to one or
more investment sub-adviser(s) (the "Sub-Adviser(s)") pursuant
to separate investment sub-advisory agreement(s) (the "Sub-
Advisory Agreement(s)"). The Adviser may, in its discretion,
provide services under this Agreement through its own
employees or through one or more affiliated companies that
are qualified to act as investment advisers under applicable
law and are under common control of Bank of America Corporation.
2. Services of Adviser. The Adviser shall perform,
or arrange for the performance of, the management services
necessary for the investment operations of each Fund, including
but not limited to:
(a) Managing the investment and reinvestment of all assets,
now or hereafter acquired by each Fund, including determining
what securities and other investments are to be purchased or
sold for each Fund and executing transactions accordingly;
(b) Transmitting trades to each Fund's custodian for
settlement in accordance with each Fund's procedures and as may
be directed by the Trust;
(c) Assisting in the preparation of all shareholder
communications, including shareholder reports, and participating
in shareholder relations;
(d) Making recommendations as to the manner in which voting
rights, rights to consent to Fund action and any other rights
pertaining to each Fund's portfolio securities shall be exercised;
(e) Making recommendations to the Board with respect to Fund
investment policies and procedures, and carrying out such
investment policies and procedures as are adopted by the Board;
(f) Supplying reports, evaluations, analyses, statistical
data and information to the Board or to the Funds' officers and
other service providers as the Board may reasonably request from
time to time or as may be necessary or appropriate for the
operation of the Trust as an open-end investment company or as
necessary to comply with Section 3(a) of this Agreement;
(g) Maintaining all required books and records with respect
to the investment decisions and securities transactions for each
Fund;
(h) Furnishing any and all other services, subject to
review by the Board, that the Adviser from time to time
determines to be necessary or useful to perform its obligations
under this Agreement or as the Board may reasonably request from
time to time.
3. Responsibilities of Adviser. In carrying out
its obligations under this Agreement, the Adviser agrees that it
will:
(a) Comply with all applicable law, including but not
limited to the 1940 Act and the Advisers Act, the rules and
regulations of the Commission thereunder, and the conditions of
any order affecting the Trust or a Fund issued thereunder;
(b) Use the same skill and care in providing such services
as it uses in providing services to other fiduciary accounts for
which it has investment responsibilities;
(c) Not make loans to any person for the purpose of
purchasing or carrying Fund shares;
(d) Place, or arrange for the placement of, all orders
pursuant to its investment determinations for the Funds either
directly with the issuer or with any broker or dealer (including
any affiliated broker or dealer). In executing portfolio
transactions and selecting brokers or dealers, the Adviser
will use its best efforts to seek on behalf of each Fund the
best overall terms available. In assessing the best overall
terms available for any transaction, the Adviser shall consider
all factors that it deems relevant, including the breadth of the
market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and
the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the broker or
dealer to execute a particular transaction, the Adviser may also
consider whether such broker or dealer furnishes research and
other information or services to the Adviser;
(e) Adhere to the investment objective, strategies and
policies and procedures of the Trust adopted on behalf of each
Fund; and
(f) Maintain a policy and practice of conducting its
investment advisory services hereunder independently of the
commercial banking operations of its affiliates. In making
investment recommendations for a Fund, the Adviser's investment
advisory personnel will not inquire or take into consideration
whether the issuers (or related supporting institutions) of
securities proposed for purchase or sale for the Fund's account
are customers of the commercial departments of its affiliates. In
dealing with commercial customers, such commercial departments will
not inquire or take into consideration whether securities of
those customers are held by the Fund.
4. Confidentiality of Information. Each party agrees
that it will treat confidentially all information provided by the
other party regarding such other party's business and operations,
including without limitation the investment activities or holdings
of a Fund. All confidential information provided by a party
hereto shall not be disclosed to any unaffiliated third party
without the prior consent of the providing party. The foregoing
shall not apply to any information that is public when provided
or thereafter becomes public or which is required to be disclosed
by any regulatory authority in the lawful and appropriate exercise
of its jurisdiction over a party, by any auditor of the parties
hereto, by judicial or administrative process or otherwise by
applicable law or regulation.
5. Delegation of Duties. Subject to the approval
of the Board and, if required, the shareholders of the Funds, the
Adviser may delegate to one or more Sub-Adviser(s) any or all of
its duties hereunder, provided that the Adviser shall continue to
supervise and monitor the performance of the duties delegated to
the Sub-Adviser(s) and any such delegation shall not relieve the
Adviser of its duties and obligations under this Agreement.
The Adviser shall be solely responsible for compensating the
Sub-Adviser(s) for performing any of the duties delegated to
them. The Adviser may request that the Trust pay directly to the
Sub-Adviser(s) the portion of the Adviser's compensation that the
Adviser is obligated to pay to the Sub-Adviser(s). If the Trust
agrees to such request, it will pay such portion to the
Sub-Adviser(s) on behalf of the Adviser, thereby reducing the
compensation paid to the Adviser by the amount paid directly to
the Sub-Adviser(s). However, such an arrangement will not
relieve the Adviser of its responsibility for compensating the
Sub-Adviser(s). In the event that any Sub-Adviser appointed
hereunder is terminated, the Adviser may provide investment
advisory services pursuant to this Agreement through its own
employees or through one or more affiliated companies that are
qualified to act as investment advisers under applicable law
and are under common control of Bank of America Corporation or
through other Sub-Adviser(s) as approved by the Trust in
accordance with applicable law.
6. Services Not Exclusive. The services furnished
by the Adviser hereunder are deemed not to be exclusive, and the
Adviser shall be free to furnish similar services to others so
long as its provision of services under this Agreement is not
impaired thereby. To the extent that the purchase or sale of
securities or other investments of the same issuer may be deemed
by the Adviser to be suitable for two or more accounts managed
by the Adviser, the available securities or investments may be
allocated in a manner believed by the Adviser to be equitable to
each account. It is recognized that in some cases this procedure
may adversely affect the price paid or received by a Fund or the
size of the position obtainable for or disposed of by a Fund.
Nothing in this Agreement shall limit or restrict the right of
any of the Adviser's partners, officers or employees to engage
in any other business or to devote his or her time and attention
in part to the management or other aspects of any business,
whether of a similar or dissimilar nature, nor limit or restrict
the Adviser's right to engage in any other business or to render
services of any kind to any other corporation, firm, individual
or association.
7. Delivery of Documents. The Trust has furnished
the Adviser with copies, properly certified or authenticated, of
each of the following:
(a) the Trust's Certificate of Trust, as filed with the
Secretary of State of Delaware, and Declaration of Trust (such
Declaration of Trust, as presently in effect and as from time to
time amended, is herein called the "Declaration of Trust");
(b) the most recent prospectus(es) and statement(s) of
additional information relating to each Fund (such prospectus(es)
together with the related statement(s) of additional information,
as presently in effect and all amendments and supplements
thereto, are herein called the "Prospectus"); and
(c) any and all applicable policies and procedures approved
by the Board.
The Trust will promptly furnish the Adviser with copies of
any and all amendments of or additions or supplements to the
foregoing.
8. Books and Records. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby
agrees that all records that it maintains for each Fund under this
Agreement are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon request.
The Adviser further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
9. Expenses of the Funds. Except to the extent
expressly assumed by the Adviser and except to any extent required
by law to be paid or reimbursed by the Adviser, the Adviser
shall have no duty to pay any ordinary operating expenses incurred
in the organization and operation of the Funds. Ordinary operating
expenses include, but are not limited to, brokerage commissions and
other transaction charges, taxes, legal, auditing, printing, or
governmental fees, other service providers' fees and expenses,
expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale, expenses
relating to Board and shareholder meetings, the cost of preparing
and distributing reports and notices to shareholders and interest
payments and other fees or charges associated with any credit
facilities established by or on behalf of the Funds.
10. Compensation. Except as otherwise provided herein,
for the services provided to each Fund and the expenses assumed
pursuant to this Agreement, the Trust will pay the Adviser
and the Adviser will accept as full compensation therefor a
fee determined in accordance with Schedule I attached hereto;
provided, however, that the compensation paid to the Adviser shall
be reduced by any amount paid by the Trust directly to the Sub-
Advisor(s) pursuant to Section 5 of this Agreement. In addition,
the Adviser or its affiliated persons may receive compensation or
reimbursement of recordkeeping, bookkeeping, accounting,
administrative and transactional fees or charges incurred in
connection with any credit facilities established by or on behalf
of the Funds. The fees or charges attributable to each Fund
shall be a separate charge to such Fund and shall be the several
(and not joint or joint and several) obligation of each such
Fund. The Trust and the Adviser may, from time to time, agree to
reduce, limit or waive the amounts payable hereunder with respect
to one or more Funds for such period or periods they deem
advisable.
11. Liability of Adviser. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the performance of its
duties under this Agreement, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for
services, or a loss resulting from willful misfeasance, bad faith
or negligence on the part of the Adviser or any of its officers,
directors, employees or agents, in the performance of their
duties under this Agreement, or from reckless disregard by it of
obligations and duties under this Agreement.
12. Term and Approval. This Agreement will become
effective as of the date set forth herein above, and shall continue
in effect until the second anniversary of its effective date.
This Agreement will become effective with respect to each additional
Fund as of the date set forth on Schedule I when each such Fund is
added thereto. The Agreement shall continue in effect for a Fund
after the second anniversary of the effective date for successive
annual periods ending on each anniversary of such date, provided
that the continuation of the Agreement is specifically approved
for the Fund at least annually:
(a) (i) by the Board or (ii) by the vote of "a majority
of the outstanding voting securities" of the Fund (as defined in
Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Trustees of
the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of a party to this Agreement
(other than as Trustees of the Trust), by votes cast in person at
a meeting specifically called for such purpose.
13. Termination. This Agreement may be terminated
without payment of any penalty at any time by:
(a) the Trust with respect to a Fund, by vote of the Board
or by vote of a majority of a Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Adviser;
or
(b) the Adviser with respect to a Fund, upon sixty (60)
days' written notice to the Trust.
Any party entitled to notice may waive the notice provided
for herein. This Agreement shall automatically terminate in the
event of its assignment, unless an order is issued by the
Commission conditionally or unconditionally exempting such
assignment from the provisions of Section 15(a) of the 1940 Act,
in which event this Agreement shall remain in full force and effect
subject to the terms of such order. For the purposes of this
paragraph, the definitions contained in Section 2(a) of the 1940
Act and the applicable rules under the 1940 Act shall apply.
14. Amendment of this Agreement. No provision of
this Agreement may be changed, waived, discharged or terminated
orally, except by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought.
15. Notices. Any notices under this Agreement shall
be in writing, addressed and delivered or mailed postage paid
to such address as may be designated for the receipt of such
notice. Until further notice, it is agreed that the address
of the Trust shall be Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx,
00000-0000, Attention: Secretary, and that of the Adviser shall
be Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000-0000,
Attention: President.
16. Release. The names "Columbia Funds Series Trust"
and "Trustees of Columbia Funds Series Trust" refer respectively
to the Trust created by the Declaration of Trust and the
Trustees as Trustees but not individually or personally. All
parties hereto acknowledge and agree that any and all liabilities
of the Trust arising, directly or indirectly, under this Agreement
will be satisfied solely out of the assets of the Trust and that
no Trustee, officer or shareholder shall be personally liable for
any such liabilities. All persons dealing with any Fund of the
Trust must look solely to the property belonging to such Fund for
the enforcement of any claims against the Trust.
17. Miscellaneous. This Agreement contains the
entire understanding of the parties hereto. Each provision of this
Agreement is intended to be severable. If any provision of this
Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
18. Governing Law. This Agreement shall be governed
by, and construed in accordance with, Delaware law and the federal
securities laws, including the 1940 Act and the Advisers Act.
19. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of
the day and year first above written.
COLUMBIA FUNDS SERIES TRUST
on behalf of the Funds
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Xxxxxxxxxxx X. Xxxxxx
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Executive Vice President
SCHEDULE I
The Trust shall pay the Adviser, as full compensation
for services provided and expenses assumed hereunder, an
advisory fee for each Fund, computed daily and payable monthly
at the annual rates listed below as a percentage of the average
daily net assets of the Fund:
Fund Rate of Compensation Effective Date
Columbia Asset Allocation Fund II 0.60% 06/08/01
amended rate
01/01/04
Columbia California Intermediate Municipal Bond Fund
* 0.40% up to $500 million 08/14/02
* 0.35% in excess of $500 million and up to $1 billion amended rate
* 0.32% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.29% in excess of $1.5 billion and up to 3 billion
* 0.28% in excess of $3 billion and up to $6 billion
* 0.27% in excess of $6 billion
Columbia Convertible Securities Fund
* 0.65% up to $500 million 05/10/02
* 0.60% in excess of $500 million and up to $1 billion amended rate
* 0.55% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.50% in excess of $1.5 billion
Columbia Daily Cash Reserves 0.25% 05/05/2008
Columbia Georgia Intermediate Municipal Bond Fund
* 0.40% up to $500 million 05/10/02
* 0.35% in excess of $500 million and up to $1 billion amended rate
* 0.32% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.29% in excess of $1.5 billion and up to $3 billion
* 0.28% in excess of $3 billion and up to $6 billion
* 0.27% in excess of $6 billion
Columbia Global Value Fund
* 0.90% up to $500 million 04/09/01
* 0.85% in excess of $500 million and up to $1 billion amended rate
* 0.80% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.75% in excess of $1.5 billion and up to $3 billion
* 0.73% in excess of $3 billion and up to $6 billion
* 0.71% in excess of $6 billion
Columbia High Income Fund
* 0.55% up to $500 million 02/28/08 1
* 0.52% in excess of $500 million and up to $1 billion
* 0.49% in excess of $1 billion and up to $1.5 billion
* 0.46% in excess of $1.5 billion
Columbia Large Cap Core Fund
* 0.60% up to $500 million 02/28/08 2
* 0.55% in excess of $500 million and up to $1 billion
* 0.50% in excess of $1 billion and up to $1.5 billion
* 0.45% in excess of $1.5 billion and up to $3 billion
* 0.43% in excess of $3 billion and up to $6 billion
* 0.41% in excess of $6 billion
Columbia Large Cap Enhanced Core Fund
* 0.35% up to $500 million 05/10/02
* 0.30% in excess of $500 million and up to $1 billion amended rate
* 0.25% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.20% in excess of $1.5 billion and up to $3 billion
* 0.18% in excess of $3 billion and up to $6 billion
* 0.16% in excess of $6 billion
Columbia Large Cap Index Fund 0.10% 05/10/02
amended rate
11/01/03
Columbia Large Cap Value Fund
* 0.60% up to $500 million 05/17/02
* 0.55% in excess of $500 million and up to $1 billion amended rate
* 0.43% in excess of $1 billion and up to $1.5 billion 07/01/07
* 0.43% in excess of $1.5 billion and up to $3 billion
* 0.43% in excess of $3 billion and up to $6 billion
* 0.41% in excess of $6 billion
Columbia LifeGoal Balanced Growth Portfolio 0.25% 06/08/01
Columbia LifeGoal Growth Portfolio 0.25% 06/08/01
Columbia LifeGoal Income and Growth Portfolio 0.25% 06/08/01
Columbia LifeGoal Income Portfolio
* 0.00% for assets invested in other Underlying Funds
and 0.50% for all other assets 09/02/03
Columbia Xxxxxxx Focused Equities Fund
* 0.75% up to $500 million 02/28/08 3
* 0.70% in excess of $500 million and up to $1 billion
* 0.65% in excess of $1 billion and up to $1.5 billion
* 0.60% in excess of $1.5 billion and up to $3 billion
* 0.58% in excess of $3 billion and up to $6 billion
* 0.56% in excess of $6 billion
Columbia Xxxxxxx Global Fund 0.80% 04/30/08
Columbia Xxxxxxx 21st Century Fund
* 0.75% up to $500 million 04/07/00
* 0.70% in excess of $500 million and up to $1 billion amended rate
* 0.65% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.60% in excess of $1.5 billion and up to $3 billion
* 0.58% in excess of $3 billion and up to $6 billion
* 0.56% in excess of $6 billion
Columbia Xxxxxxx International Opportunities Fund 0.80% 08/01/00
Columbia Maryland Intermediate Municipal Bond Fund
* 0.40% up to $500 million 05/10/02
* 0.35% in excess of $500 million and up to $1 billion amended rate
* 0.32% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.29% in excess of $1.5 billion and up to $3 billion
* 0.28% in excess of $3 billion and up to $6 billion
* 0.27% in excess of $6 billion
Columbia Masters Global Equity Portfolio 0.00% 02/15/06
Columbia Masters Heritage Portfolio 0.00% 02/15/06
Columbia Masters International Equity Portfolio 0.00% 02/15/06
Columbia Mid Cap Index Fund 0.10% 03/30/00
amended rate
11/01/03
Columbia Mid Cap Value Fund
* 0.65% up to $500 million 11/19/01
* 0.60% in excess of $500 million and up to $1 billion amended rate
* 0.55% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.50% in excess of $1.5 billion
Columbia North Carolina Intermediate Municipal Bond Fund
* 0.40% up to $500 million 05/10/02
* 0.35% in excess of $500 million and up to $1 billion amended rate
* 0.32% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.29% in excess of $1.5 billion and up to $3 billion
* 0.28% in excess of $3 billion and up to $6 billion
* 0.27% in excess of $6 billion
Columbia Overseas Value Fund 0.82% 03/31/08
Columbia Short Term Bond Fund 0.30% 05/10/02
Columbia Short Term Municipal Bond Fund
* 0.30% up to $500 million 05/10/02
* 0.25% in excess of $500 million amended rate
12/01/04
Columbia Small Cap Growth Fund II
* 0.70% up to $500 million 02/28/08 4
* 0.65% up to $1 billion
* 0.60% in excess of $1 billion
Columbia Small Cap Index Fund 0.10% 05/10/02
amended rate
11/01/03
Columbia Small Cap Value Fund II
* 0.70% up to $500 million 04/30/02
* 0.65% in excess of $500 million and up to $1 billion amended rate
* 0.60% in excess of $1 billion 12/01/04
Columbia South Carolina Intermediate Municipal Bond Fund
* 0.40% up to $500 million 05/10/02
* 0.35% in excess of $500 million and up to $1 billion amended rate
* 0.32% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.29% in excess of $1.5 billion and up to $3 billion
* 0.28% in excess of $3 billion and up to $6 billion
* 0.27% in excess of $6 billion
Columbia Total Return Bond Fund
* 0.40% up to $500 million 05/10/02
* 0.35% in excess of $500 million and up to $1 billion amended rate
* 0.32% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.29% in excess of $1.5 billion and up to $3 billion
* 0.28% in excess of $3 billion and up to $6 billion
* 0.27% in excess of $6 billion
Columbia Virginia Intermediate Municipal Bond Fund
* 0.40% up to $500 million 05/10/02
* 0.35% in excess of $500 million and up to $1 billion amended rate
* 0.32% in excess of $1 billion and up to $1.5 billion 12/01/04
* 0.29% in excess of $1.5 billion and up to $3 billion
* 0.28% in excess of $3 billion and up to $6 billion
* 0.27% in excess of $6 billion
_______________
1 Columbia High Income Fund (the "Fund") converted from a feeder
fund in a master/feeder structure to a stand-alone fund effective
on 2/28/08. In this prior master/feeder structure, the fee rate
of the corresponding master fund, Columbia High Income Master
Portfolio, was effective 02/14/00 with an amended fee rate
effective on 12/01/04. Such amended fee rate is the same as the
Fund's current fee rate.
2 Columbia Large Cap Core Fund (the "Fund") converted from a
feeder fund in a master/feeder structure to a stand-alone fund
effective on 2/28/08. In this prior master/feeder structure,
the fee rate of the corresponding master fund, Columbia Large
Cap Core Master Portfolio, was effective 05/10/02 with an amended
fee rate effective on 12/01/04. Such amended fee rate is the
same as the Fund's current fee rate.
3 Columbia Xxxxxxx Focused Equities Fund (the "Fund") converted
from a feeder fund in a master/feeder structure to a stand-alone
fund effective on 2/28/08. In this prior master/feeder structure,
the fee rate of the corresponding master fund, Columbia Xxxxxxx
Focused Equities Master Portfolio, was effective 08/19/99 with
an amended fee rate effective on 12/01/04. Such amended fee rate
is the same as the Fund's current fee rate.
4 Columbia Small Cap Growth Fund II (the "Fund") converted from
a feeder fund in a master/feeder structure to a stand-alone fund
effective on 2/28/08. In this prior master/feeder structure, the
fee rate of the corresponding master fund, Columbia Small Cap
Growth Master Portfolio, was effective 08/01/03 with an amended
fee rate effective on 12/01/04. Such amended fee rate is the same
as the Fund's current fee rate.
(Remainder of Page Intentionally Left Blank.)
Rate of Compensation
$0 to $125 Next $50 Next $50 Over $225
Effective billion of billion of billion of billion of
Fund Date Assets* Assets* Assets* Assets*
Columbia California Tax-Exempt Reserves
05/10/02
amended rate
01/01/08
Columbia Cash Reserves
05/10/02
amended rate
01/01/08
Columbia Connecticut Municipal Reserves
11/18/05
amended rate
01/01/08
Columbia Government Reserves
05/10/02
amended rate
01/01/08
Columbia Massachusetts Municipal Reserves
11/18/05
amended rate
01/01/08 0.15% 0.15% 0.13% 0.08%
Columbia Money Market Reserves
05/10/02
amended rate
01/01/08
Columbia Municipal Reserves
05/10/02
amended rate
01/01/08
Columbia New York Tax-Exempt Reserves
02/15/02
amended rate
01/01/08
Columbia Tax-Exempt Reserves
05/10/02
amended rate
01/01/08
Columbia Treasury Reserves
05/10/02
amended rate
01/01/08
Columbia Government Plus Reserves
11/18/05
amended rate
01/01/08 0.18% 0.18% 0.13% 0.08%
* For purposes of determining the breakpoint level, "Assets"
are the sum of the assets of Columbia California Tax-Exempt
Reserves, Columbia Cash Reserves, Columbia Connecticut
Municipal Reserves, Columbia Daily Cash Reserves, Columbia
Government Reserves, Columbia Massachusetts Municipal
Reserves, Columbia Money Market Reserves, Columbia
Municipal Reserves, Columbia New York Tax-Exempt
Reserves, Columbia Tax-Exempt Reserves, Columbia Treasury
Reserves and Columbia Government Plus Reserves.
Effective as of the 5th day of May, 2008.
COLUMBIA FUNDS SERIES TRUST
on behalf of the Funds listed above
By: /s/ J. Xxxxx Xxxxxxxxxxx
Name: J. Xxxxx Xxxxxxxxxxx
Title: Senior Vice President,
Chief Financial Officer and Treasurer
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
