EX-99.H 5 ex_h7v.txt INST OF ADHERENCE TO CREDIT FACILITY (LVIT) INSTRUMENT OF ADHERENCE LIBERTY VARIABLE INVESTMENT TRUST Dated as of July 22, 2005 To the Banks Referred to Below c/o State Street Bank and Trust Company, as Operations Agent 225 Franklin Street Boston, Massachusetts 02110 Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of July 23, 2004, as amended (such agreement, as in effect from time to time, the "Credit Agreement"), among each of the entities listed on the signature pages thereof (collectively, the "Entities"), the lending institutions listed on the signature pages hereof (collectively, the "Banks"), State Street Bank and Trust Company, as operations agent for itself and such other lending institutions (the "Operations Agent"), and State Street Bank and Trust Company, as administrative agent for itself and such other lending institutions (the "Administrative Agent"). Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement. In reliance on each of the representations, warranties and covenants set forth herein, each of the Banks and the Agents, by its signature hereto, hereby agrees that LIBERTY VARIABLE INVESTMENT TRUST (the "New Trust") shall become an Entity and each of the following series of the New Trust shall become a Series of the Entity for all purposes of the Credit Agreement and each of the other Loan Documents as of the date hereof: - Colonial Small Cap Value Fund, VS - Colonial Strategic Income Fund, VS - Columbia High Yield Fund, VS - Columbia International Fund, VS - Liberty Growth & Income Fund, VS - Liberty S&P 500 Index Fund, VS - Liberty Select Value Fund, VS The New Trust covenants and agrees that it shall, on behalf of each of its Series, comply with and be bound by all of the terms, conditions and covenants of the Credit Agreement, as amended hereby, and each of the other Loan Documents. Without limiting the generality of the preceding sentence, the New Trust, on behalf of each of its Series, hereby promises to duly and punctually pay or cause to be paid from the assets of each of such Series the principal of and interest on all Loans made for the benefit of such Series, along with such Series' allocated share of all fees and expenses under the Loan Documents. The New Trust acknowledges that, with respect to each of the Series, the term "Effective Date" as used in Section 4.07 of the Credit Agreement shall mean the date hereof. The New Trust, on behalf of each of its Series, severally, and as to such New Trust, represents and warrants to the Banks and the Agents as follows: (a) each of the representations and warranties set forth in the Credit Agreement, as amended hereby, and in each of the other Loan Documents is true and correct as of -2- the date hereof as to such New Trust and each of its Series, with the same effect as if set forth herein; (b) since the date on which each of its Series commenced operations, there has been no material adverse change in the business, financial position, results of operation or prospects of such Series; (c) its execution and delivery of this Instrument of Adherence and each of the documents and instruments executed and delivered in connection with this Instrument of Adherence (collectively with the Instrument of Adherence, the "Adherence Documents"), and its performance of each of the Adherence Documents and each of the Loan Documents as amended by the Adherence Documents (as so amended, collectively, the "Amended Loan Documents") and each of the transactions contemplated hereby), (i) are within its corporate or trust powers, as applicable, (ii) have been duly authorized by all necessary corporate or trust action, as applicable, (iii) require no authorization or action by or in respect of, or filing with, any governmental body, agency or official or any shareholder or creditor of the New Trust or any of its Series, and do not contravene, or constitute a default under, any provision of applicable law or regulation (including, without limitation, the Investment Company Act), the certificate or articles of organization or incorporation or declaration of trust, as applicable, or by-laws of the New Trust, any agreement, judgment, injunction, order, decree or other instrument binding upon the New Trust or any of its Series or any of its Series' most recent Prospectus, or result in the creation or imposition of any Lien on any asset of the New Trust or any of its Series; (d) each of this Instrument of Adherence and the other Adherence Documents has been duly executed by it and this Instrument of Adherence, the Adherence Documents and each of the Amended Loan Documents constitutes the valid and legally binding obligation of it, in each case enforceable against it in accordance with their respective terms; and (e) each of the amended Schedule 2 and Schedule 4.11(c) attached hereto is true and correct in all respects as it relates to the New Trust and each of its Series. This Instrument of Adherence shall become effective as to a Series on the date that each of the following conditions have been satisfied with respect to such Series: (a) receipt by the Operations Agent of a Note substantially in the form of Exhibit A attached to the Credit Agreement for the account of each Bank that requests such a Note pursuant to Section 2.04 of the Credit Agreement, duly executed by the New Trust on behalf of such Series and evidencing the obligation of the New Trust, on behalf of such Series, to repay the Loans made by such Bank to the New Trust on behalf of such Series; (b) receipt by the Operations Agent of all documents, opinions and instruments that it may reasonably request relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board (including a duly completed and executed FRB F.R. U-1 as required pursuant to Regulation U with respect to the New Trust on behalf of such Series) and other governmental and regulatory authorities; (c) receipt by the Operations Agent of a manually signed certificate from the Secretary of the New Trust in form and substance satisfactory to the Operations -3- Agent as to the incumbency of, and bearing manual specimen signatures of, the officers of the New Trust who are authorized to execute and take actions under the Loan Documents, as to the Custodian and Investment Adviser of such Series, and certifying and attaching copies of (i) such Entity's certificate or articles of incorporation or organization or declaration of trust (with the designation of such series), as applicable, and by-laws as then in effect, (ii) duly authorized resolutions of the New Trust's Board of Trustees authorizing for the New Trust and such Series, the transactions contemplated hereby, and (iii) the current Prospectus for such Series; (d) receipt by the Operations Agent of a certificate manually signed by an authorized officer of the New Trust, on behalf of such Series, to the effect set forth in clauses (b) (if a Borrowing will occur on the effective date of this Instrument of Adherence), (c) and (d) of Section 3.02 of the Credit Agreement, such Certificate to be in form and substance satisfactory to the Operations Agent; (e) receipt by the Operations Agent of a manually signed Asset Coverage Ratio Certificate for the New Trust on behalf of such Series; (f) receipt by the Operations Agent of an Allocation Notice with respect to each of the Borrowers, after giving effect to the provisions of this Instrument of Adherence, that has been manually signed by an authorized officer of each of the Entities (including the New Trust); (g) receipt by the Operations Agent from the New Trust of a copy of the certificate or articles of incorporation or organization or declaration of trust, as applicable, of the New Trust, with all amendments, certified as of a recent date by the Secretary of State of the jurisdiction in which such Entity was organized or formed; (h) receipt by the Operations Agent of certificates dated as of a recent date that are satisfactory to the Operations Agent and reflect that the New Trust is legally existing, in good standing and qualified to engage in business in the jurisdiction in which it was organized or formed and in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; and (i) receipt by the Operations Agent of an opinion of Ropes & Gray LLP, counsel to the New Trust and such Series, in form and substance satisfactory to the Operations Agent and the Banks. The New Trust, on behalf of each of its Series, severally shall pay, whether or not the transactions contemplated hereby are consummated, the reasonable out-of-pocket costs and expenses of the Operations Agent in connection with the preparation, execution, delivery and enforcement of each Adherence Document, including without limitation the reasonable fees and disbursements of special counsel for the Operations Agent. A copy of each New Trust's agreement and declaration of trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees and officers of such New Trust 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 New Trust. -4- This Instrument of Adherence, upon its acceptance by the Banks and the Agents, shall constitute a Loan Document and shall also be deemed to be a part of and attached to each of the Notes. Except as otherwise expressly provided by this Instrument of Adherence, all of the terms, conditions and provisions of the Credit Agreement and each of the other Loan Documents shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement and each of the other Loan Documents, as amended hereby, shall continue in full force and effect, and that this Instrument of Adherence and each of the Credit Agreement and the other Loan Documents shall be read and construed as one instrument. This Instrument of Adherence is intended to take effect as an instrument under seal and is governed by the laws of the Commonwealth of Massachusetts. This Instrument of Adherence may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Instrument of Adherence it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Very truly yours, LIBERTY VARIABLE INVESTMENT TRUST, on behalf of its series Colonial Small Cap Value Fund, VS, Colonial Strategic Income Fund, VS, Columbia High Yield Fund, VS, Columbia International Fund, VS, Liberty Growth & Income Fund, VS, Liberty S&P 500 Index Fund, VS, and Liberty Select Value Fund, VS By:/s/MICHAEL CLARKE Title: Chief Accounting Officer Accepted and Agreed: STATE STREET BANK AND TRUST COMPANY, individually, as Operations Agent and as Administrative Agent By:/s/JOHN STANKARD Title: Vice President PNC BANK, NATIONAL ASSOCIATION By:/s/DAVID SEAGERS Title: Vice President SOCIETE GENERALE, NEW YORK BRANCH By:/s/HELEN HSU Title: Vice President -5- LLOYDS TSB BANK PLC, individually and as Senior Managing Agent By:/s/JASON EPERON Name: Jason Eperon Title: AVP Financial Institutions By:/s/CANDI OBRENTZ Name: Candi Obrentz Title: AVP Financial Institutions BANCO BILBAO VIZCAYA ARGENTARIA S.A. By:/s/SANTIAGO HERNANDEZ Name: Santiago Hernandez Title: Vice President By:/s/MAITE VIZAN Name: Maite Vizan Title: Assistant Vice President SCHEDULE 2
ENTITY: SERIES: 1. COLUMBIA FUNDS TRUST I, ON BEHALF OF - Columbia Strategic Income Fund: 5/31 EACH OF ITS SERIES. - Columbia High-Yield Opportunity Fund: 5/31 - Columbia Tax-Managed Growth Fund: 10/31 Address: - Columbia Tax-Managed Value Fund: 10/31 - Columbia Tax-Managed Growth Fund II: 10/31 One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for each series 2. COLUMBIA FUNDS TRUST II, ON BEHALF OF - Columbia Newport Greater China Fund: 8/31 EACH OF ITS SERIES. Address: One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for the series 3. COLUMBIA FUNDS TRUST III, ON BEHALF OF - Columbia Liberty Fund: 9/30 EACH OF ITS SERIES. - Columbia Mid Cap Value Fund: 9/30 - Columbia Global Equity Fund: 3/31 Address: - Columbia Quality Plus Bond Fund: 4/30 - Columbia Intermediate Government Income Fund: 4/30 One Financial Center - Columbia Federal Securities Fund: 8/31 Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for each series
-2- 4. COLUMBIA FUNDS TRUST IV, ON BEHALF OF - Columbia Tax-Exempt Fund: 11/30 EACH OF ITS SERIES. - Columbia Utilities Fund: 11/30 - Columbia Tax-Exempt Insured Fund: 11/30 Address: One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for each series 5. COLUMBIA FUNDS TRUST V, ON BEHALF OF - Columbia California Tax-Exempt Fund: 10/31 EACH OF ITS SERIES. - Columbia Massachusetts Tax-Exempt fund: 10/31 - Columbia Connecticut Tax-Exempt Fund: 10/31 Address: - Columbia New York Tax-Exempt Fund: 10/31 - Columbia Large Company Index Fund: 3/31 One Financial Center - Columbia Massachusetts Intermediate Municipal Bond Boston, MA 02111 Fund: 10/31 - Columbia Intermediate Tax-Exempt Bond Fund: 10/31 Nature and Jurisdiction of Incorporation or Organization: - Columbia Small Company Index Fund: 3/31 - Columbia US Treasury Index Fund: 3/31 Massachusetts Business Trust - Columbia Rhode Island Intermediate Municipal Bond Fund: 10/31 Fiscal Year End: As indicated for each series - Columbia Connecticut Intermediate Municipal Bond Fund: 10/31 - Columbia New York Intermediate Municipal Bond Fund: 10/31 - Columbia New Jersey Intermediate Municipal Bond Fund: 10/31 - Columbia Florida Intermediate Municipal Bond Fund: 10/31 - Columbia Pennsylvania Intermediate Municipal Bond Fund: 10/31
-3- 6. COLUMBIA FUNDS TRUST VI, ON BEHALF OF - Columbia Growth and Income Fund: 7/31 EACH OF ITS SERIES. - Columbia Small-Cap Value Fund: 6/30 Address: One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for each series 7. COLUMBIA FUNDS TRUST VII, ON BEHALF OF - Columbia Newport Tiger Fund: 8/31 EACH OF ITS SERIES. Address: One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for each series 8. COLUMBIA FUNDS TRUST VIII, ON BEHALF OF - Columbia Intermediate Bond Fund: 3/31 EACH OF ITS SERIES. - Columbia Income Fund: 3/31 Address: One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for each series
-4- 9. COLUMBIA FUNDS TRUST IX, ON BEHALF OF - Columbia Managed Municipals Fund: 6/30 EACH OF ITS SERIES. - Columbia High Yield Municipal Fund: 6/30 Address: One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: As indicated for each series 10. COLUMBIA FUNDS TRUST XI, ON BEHALF OF - Columbia Large Cap Growth Fund: 9/30 EACH OF ITS SERIES. - Columbia Growth Stock Fund: 9/30 - Columbia Young Investor Fund: 9/30 Address: - Columbia Small Cap Fund: 9/30 - Columbia Large Cap Core Fund: 9/30 One Financial Center - Columbia Asset Allocation Fund: 9/30 Boston, MA 02111 - Columbia Small Company Equity Fund: 9/30 - Columbia Dividend Income Fund: 9/30 Nature and Jurisdiction of Incorporation or Organization: - Columbia Disciplined Value Fund: 9/30 Massachusetts Business Trust Fiscal Year End: As indicated for each series 11. COLUMBIA BALANCED FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31
-5- 12. COLUMBIA FIXED INCOME SECURITIES FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31 13. COLUMBIA HIGH YIELD FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31 14. COLUMBIA INTERNATIONAL STOCK FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31
-6- 15. COLUMBIA OREGON MUNICIPAL BOND FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31 16. COLUMBIA REAL ESTATE EQUITY FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31 17. COLUMBIA SHORT TERM BOND FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31
-7- 18. COLUMBIA SMALL CAP GROWTH FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31 19. COLUMBIA MID-CAP GROWTH FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31 20. COLUMBIA STRATEGIC INVESTOR FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31
-8- 21. COLUMBIA TECHNOLOGY FUND, INC. - None Address: 1300 S.W. Sixth Avenue P.O. Box 1350 Portland, Oregon 97207 Nature and Jurisdiction of Incorporation or Organization: Oregon Corporation Fiscal year end: 8/31 22. CMG FUND TRUST, ON BEHALF OF EACH OF - CMG Core Bond Fund: 7/31 ITS SERIES. - CMG Enhanced S&P 500 Index Fund: 7/31 - CMG High Yield Fund: 7/31 Address: - CMG International Stock Fund: 7/31 - CMG Large Cap Growth Fund: 7/31 1300 S.W. Sixth Avenue - CMG Large Cap Value Fund: 7/31 P.O. Box 1350 - CMG Mid Cap Growth Fund: 7/31 Portland, Oregon 97207 - CMG Mid Cap Value Fund: 7/31 - CMG Short Term Bond Fund: 7/31 Nature and Jurisdiction of Incorporation or - CMG Small Cap Fund: 7/31 Organization: - CMG Small Cap Growth Fund: 7/31 - CMG Small Cap Value Fund: 7/31 Oregon Business Trust - CMG Small/Mid Cap Fund: 7/31 - CMG Strategic Equity Fund: 7/31 Fiscal year end: As indicated for each series - CMG Ultra Short Term Bond Fund: 7/31 23. LIBERTY VARIABLE INVESTMENT TRUST - Colonial Small Cap Value Fund, VS - Colonial Strategic Income Fund, VS Address: - Columbia High Yield Fund, VS - Columbia International Fund, VS One Financial Center - Liberty Growth & Income Fund, VS Boston, MA 02111 - Liberty S&P 500 Index Fund, VS - Liberty Select Value Fund, VS Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal Year End: 12/31
-9- 24. STEINROE VARIABLE INVESTMENT TRUST - Liberty Asset Allocation Fund, VS - Liberty Federal Securities Fund, VS Address: - Liberty Small Company Growth Fund, VS - Columbia Large Cap Growth Fund, VS One Financial Center Boston, MA 02111 Nature and Jurisdiction of Incorporation or Organization: Massachusetts Business Trust Fiscal year end: 12/31
SCHEDULE 4.11(c) 1. Agreements with federal, state, local or foreign governmental authorities or regulators limiting the ability of a Borrower to incur indebtedness. None 2. Borrowing limitations adopted in each Borrower's Prospectus or elsewhere. Borrower Borrowing Limitations ------------------------------------------------------------------------------ Stein Roe Variable Investment, May not borrow, except from on behalf of Liberty banks, other affiliated Asset Allocation Fund, VS, funds and other entities to the Liberty Federal Securities Fund, VS, extent permitted by the Columbia Large Cap Growth Fund, VS. Investment Company Act of 1940, as amended (the 1940 Act). ------------------------------ ----------------------------------------------- ------------------------------ ----------------------------------------------- Stein Roe Variable Investment, May not borrow, except on behalf of Small from banks, other affiliated Company Growth Fund, VS. funds and other entities to the extent permitted by the Investment Company Act of 1940, as amended (the 1940 Act). Additionally, the fund may not borrow more than: (1) 10% of net asset value when borrowing for any general purpose and (2) 25% of net asset value when borrowing as a temporary measure to facilitate redemptions. ------------------------- ----------------------------------------------------- -------------------- --- ----------------------------------------------------- Liberty Variable Investment Trust, May not borrow money or issue on behalf of senior securities, except that Columbia High Yield Fund, VS the fund may borrow from domestic banks for temporary purposes (such as to obtain cash to meet redemption requests when the liquidation of portfolio securities is deemed disadvantageous by the fund's advisor) and then in amounts not in excess of 33% of the value of its total assets at the time of such borrowing (provided that the fund may borrow pursuant to reverse repurchase agreements in accordance with its investment policies and in amounts not in excess of 33% of the value of its total assets at the time of such borrowing); or mortgage, pledge, or hypothecate any assets except in connection with any such borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 33% of the value of the fund's total assets at the time of such borrowing; provided, however, that mortgage dollar rolls entered into by the fund that are not accounted for as financings shall not constitute borrowings. The fund will not purchase securities while borrowings (including reverse repurchase agreements) in excess of 5% of its total assets are outstanding. If the securities held by the fund should decline in value while borrowings are outstanding, the net asset value of the fund's outstanding shares will decline in value by more than the proportionate decline in value suffered by the fund's securities. ------------------------------------ ------------------------------------------ ------------------------------------ ------------------------------------------ Liberty Variable Investment Trust, May Borrow from banks, other on behalf of affiliated funds and other Liberty Select Value Fund, VS, entities to the extent permitted Liberty S&P 500 Index Fund, VS. by applicable law, provided that the fund's borrowings shall not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. ------------------------- ----------------------------------------------------- ------------------------- ----------------------------------------------------- Liberty Variable Investment Trust, Each fund may issue senior on behalf of securities only through Columbia International Fund, VS, borrowing money from banks Liberty Growth & Income Fund, VS, for temporary or Columbia Strategic Income Fund, VS, emergency purposes up to 10% of Columbia Small Cap Value Fund, VS. its net assets; however, each fund will not purchase additional portfolio securities while borrowing exceeds 5% of its net assets. ------------------------- ----------------------------------------------------- ------------------------- ----------------------------------------------------- CMG Fund Trust, Borrow money, issue senior securities, on behalf of CMG Core Bond Fund or pledge, mortgage or hypothecate its assets, except that the und may (i) borrow from banks, but only if immediately after each borrowing there is asset coverage of 300%, (ii) enter into transactions in options, futures, options on futures, and other derivative instruments as described in the Prospectus and this Statement of Additional Information (the deposit of assets in escrow in connection with the writing of covered put and call options and the purchase of securities on a when-issued or delayed delivery basis, collateral arrangements with respect to initial or variation margin deposit for futures contracts and commitments entered into under swap agreements or other derivative instruments, will not be deemed to be pledges of the fund's assets), (iii) enter into reverse repurchase agreements, dollar roll transactions or economically similar transactions to the extent its commitment under such transaction is covered by the segregation of assets, and (iv) borrow money as a temporary measure for extraordinary or emergency purposes provided that such borrowings do not exceed 5% of the gross assets of the fund valued at the lesser of cost or market value, and the fund does not pledge, mortgage, or hypothecate assets valued at market to an extent greater than 10% of the gross assets valued at cost of the fund. ------------------------------------------------------------------------------- The Trustees of the series of the CMG Fund Trust, the Liberty Variable Investment Trust and the Stein Roe Variable Investment Trust listed in this schedule (each, a "Fund") have approved, subject to shareholder approval at a shareholder meeting expected to be held in 2005, the replacement of each Fund's current fundamental investment restriction (with respect to borrowing limitations) with the following proposed fundamental restriction: "Each Fund many not, as a matter of fundamental policy, borrow money or issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief."