Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION made this __th day of
_____________, 199_, by and between the Xxxxxx
Brothers Funds, Inc., a Maryland corporation ("Xxxxxx
Fund"), on behalf of Xxxxxx Selected Growth Stock
Portfolio, a separate series of the Xxxxxx Fund (the "SGS
Portfolio"), and AMT Capital Fund, Inc., a Maryland
corporation ("AMT Capital Fund"), on behalf of U.S.
Selected Growth Portfolio, a separate series of the AMT
Capital Fund (the "USG Portfolio").
WITNESSETH:
WHEREAS, the Xxxxxx Fund and the AMT Capital
Fund are open-end, registered investment companies of the
management type;
WHEREAS, the Xxxxxx Fund is authorized to issue
its shares of common stock, and the AMT Capital Fund is
authorized to issue its shares of common stock, in separate
series, each of which maintains a separate and distinct
portfolio of assets;
WHEREAS, the SGS Portfolio is one separate
series of the Xxxxxx Fund and the USG Portfolio is one
separate series of the AMT Capital Fund, each of which is
diversified;
WHEREAS, the SGS Portfolio owns securities
which are assets of the character in which the USG
Portfolio is permitted to invest;
WHEREAS, Xxxxxx Fund wishes to effect a
transfer of all of the assets and liabilities of the SGS
Portfolio to the USG Portfolio;
WHEREAS, the Board of Directors of the Xxxxxx
Fund has (a) pursuant to Section 3-105(b) of the Maryland
General Corporation Law of the State of Maryland,
declared that the transfer of all of the assets and liabilities of
the SGS Portfolio to the USG Portfolio is advisable on
substantially the terms and conditions set forth herein and
has directed that such proposed transaction be submitted for
consideration at either an annual or special meeting of the
SGS Portfolio's shareholders, (b) determined that such
transaction is in the best interests of the SGS Portfolio and
its shareholders, and that the interests of the existing
shareholders of the SGS Portfolio would not be diluted as a
result of this transaction, and (c) determined that subsequent to the
consummation of the transaction, contemplated by this Agreement
the SGS Portfolio will cease operations;
WHEREAS, the Board of Directors of the AMT
Capital Fund has determined that the transfer of all of the
assets and liabilities of the SGS Portfolio to the USG
Portfolio is in the best interest of the USG Portfolio and its
shareholders (it being understood that Xxxx X. Xxxxxx is the
sole shareholder of the USG Portfolio prior to the
consummation of the reorganization); and
WHEREAS, the parties hereto
intend to provide for the reorganization of the SGS
Portfolio through the transfer to the USG Portfolio of all of
the assets, subject to all of the liabilities, of the SGS
Portfolio in exchange for voting shares of common stock,
$0.001 par value, of the USG Portfolio (the "USG
Portfolio Class B Shares"), the dissolution of the SGS
Portfolio and the distribution to the SGS Portfolio
shareholders of such USG Portfolio Shares, all pursuant to
the provisions of Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code");
NOW THEREFORE, in consideration of the mutual
promises herein contained, the parties hereto agree as
follows:
1. Plan of Reorganization and Liquidation
(a) the Xxxxxx Fund, on behalf of the SGS
Portfolio, shall transfer to the USG Portfolio at the closing
provided for in Section 2 (the "Closing") all of the then
existing assets of the SGS Portfolio of every kind and
nature. In consideration therefore, the USG Portfolio shall
at the Closing (i) assume all of the SGS Portfolio's liabilities
then existing, whether absolute, accrued, contingent or
otherwise and (ii) deliver to the SGS Portfolio that number
of full and fractional USG Portfolio Class B shares equal to the
number of full and fractional shares of the SGS Portfolio
then outstanding. The number of shares of the SGS
Portfolio issued and outstanding and the number of USG
Portfolio Class B Shares to be issued to the SGS Portfolio shall be
determined by TSSG, the fund accounting agent to the SGS
Portfolio, at 4:00 p.m., Eastern Time, on the Closing
Date (as defined in Section 2 herein) after the declaration of
any dividends on that date. SSG's determination shall be
conclusive and binding on the SGS Portfolio, the USG Portfolio
and their respective shareholders.
(b) Upon consummation of the transactions
described in paragraph (a) of this Section 1, the SGS
Portfolio shall distribute in complete liquidation to its
shareholders of record as of the Closing Date (on a pro rata
basis) the USG Portfolio Class B Shares that were received by the
SGS Portfolio. Such distribution and liquidation shall be
accomplished by the establishment of an open account on
the share records of the USG Portfolio in the name of each
shareholder of the SGS Portfolio representing a number of
USG Portfolio Shares equal to the number of shares of the
SGS Portfolio owned of record by the shareholder at the
Closing Date. Certificates for shares of the SGS Portfolio
issued prior to the reorganization, if any, shall represent
outstanding USG Portfolio Class B Shares following the
reorganization. In the interest of economy and
convenience, certificates representing the USG Portfolio
Class B Shares will not be physically issued.
(c) After the Closing Date, the SGS Portfolio shall
not conduct any business except in connection with its
liquidation.
(d) Any reporting responsibility of the Xxxxxx
Fund including (but not limited to) the responsibility for any
periods ending on or before the Closing Date for filing of
regulatory reports, tax returns, or other documents with the
Securities and Exchange Commission (the "SEC"), any
state securities commission, and any federal, state, or local
tax authorities or any other relevant regulatory authority, is
and shall remain the responsibility of the Xxxxxx Fund.
2. Closing and Closing Date. The Closing shall
occur at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000 at 4:00 p.m.,
Eastern Time, on _____________, 1996 or at such later
time and date, or at such other location, as the parties may
mutually agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place simultaneously
as of the close of business on the Closing Date unless
otherwise provided.
2.1 Portfolio securities held by the SGS Portfolio
and represented by a certificate or written instrument shall
be made available by the Xxxxxx Fund or on its behalf to
the custodian of the USG Portfolio for examination no later
than five (5) business days preceding the Closing date.
Such portfolio securities (together with any cash or other
assets) shall be delivered by the SGS Portfolio to the
custodian for the account of the USG Portfolio on or before
the Closing Date in conformity with applicable custody
provisions under the Investment Company Act of 1940 (the
"1940 Act") and duly endorsed in proper form for transfer
in such condition as to constitute good delivery thereof.
Portfolio securities and instruments deposited with a
securities depository shall be delivered by book entry in
accordance with customary practices of such depositories
and the custodian. All necessary taxes including without
limitation all necessary federal and state stock transfer
stamps shall have been paid prior to delivery. The cash
delivered shall be in the form of a Federal Funds wire,
payable to the order of "Investors Bank & Trust Company,
Custodian for the AMT Capital Fund: U.S. Selected
Growth Portfolio."
3. Representations and Warranties.
3.1 The Xxxxxx Fund represents and warrants to
the AMT Capital Fund as follows:
(a) The Xxxxxx Fund is a corporation duly
organized, validly existing, and in good standing under the
laws of the State of Maryland and the SGS Portfolio is a
series of the Xxxxxx Fund;
(b) The Xxxxxx Fund is a registered open-end
investment company and its registration with the SEC as an
investment company under the 1940 Act and the
registration of its shares under the Securities Act of 1933
(the "1933 Act") are in full force and effect
(c) The Xxxxxx Fund is not, and the execution,
delivery and performance of the Agreement will not result,
in a material violation of the Xxxxxx Fund's Articles of
Incorporation or By-Laws or of any material agreement,
indenture, instrument, contract, lease or other undertaking
to which the Xxxxxx Fund is a party or by which it is
bound;
(d) The Xxxxxx Fund has no material contracts or
other commitments (other than this Agreement) which will
be terminated prior to the Closing Date where such
termination will result in any liability to the SGS Portfolio
not reflected on the SGS Portfolio's balance sheet other
than liabilities in the ordinary course of business
incurred subsequent to July 31, 1995 or otherwise disclosed
to the AMT Capital Fund;
(e) No material litigation or administrative
proceeding or investigation of or before any court or
governmental body is presently pending or to its knowledge
threatened against the Xxxxxx Fund or any properties or
assets held by it. The Xxxxxx Fund knows of no facts
which might form the basis for the institution of any such
proceedings which would materially and adversely affect its
business and is not a party to or subject to the provisions of
any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or
its ability to consummate the transactions herein
contemplated;
(f) The Statement of Assets and Liabilities of the
SGS Portfolio at July 31, 1995 has been audited by Ernst &
Young LLP and is in accordance with generally accepted
accounting principles ("GAAP") consistently applied, and
such statement (a copy of which has been furnished to the
AMT Capital Fund) presents fairly, in all material respects,
the financial position of the SGS Portfolio as of such date in
accordance with GAAP, and there are no known contingent
liabilities of the SGS Portfolio required to be reflected on
the balance sheet (including the notes thereto) in accordance
with GAAP as of such date not disclosed therein;
(g) Since July 31, 1995, there has not been any
material adverse change in the financial condition of the
SGS Portfolio assets, liabilities or business other than
changes occurring in the ordinary course of business, or any
incurrence by the SGS Portfolio of indebtedness maturing
more than one year from the date such indebtedness was
incurred, except as otherwise disclosed to and accepted by
the USG Portfolio;
(h) At the Closing Date, to the best of the Xxxxxx
Fund's knowledge, all material federal and other tax returns
and reports of the SGS Portfolio required by law to have
been filed by such date shall have been filed and are or will
be correct and, to the best of the Company's knowledge, all
federal and other taxes shown as due or required to be
shown as due on said returns and reports shall have been
paid or provision shall have been made for the payment
thereof, and, to the best of the Xxxxxx Fund's knowledge,
no such return is currently under audit and no assessment
has been asserted with respect to such returns;
(i) For each taxable year of operation since
inception the SGS Portfolio has met the requirement of
Subchapter M of the Code for qualification as a regulated
investment company and has elected to be treated as such
and has met the diversification requirements under Section
817(h) of the Code and the rules thereunder;
(j) No facts have come to the attention of the
Xxxxxx Fund which have led the Xxxxxx Fund to conclude
that the SGS Portfolio will fail to qualify as a regulated
investment company under Subchapter M for the taxable
year that includes the Closing Date;
(k) All issued and outstanding shares of the SGS
Portfolio are, and at the Closing Date will be, duly and
validly issued and outstanding, fully paid and non-
assessable. All of the issued and outstanding shares of the
SGS Portfolio, will, at the time of Closing, be held by the
persons and in the amounts set forth in the records of the
transfer agent. The SGS Portfolio does not have
outstanding any options, warrants or other rights to
subscribe for or purchase any shares of the SGS Portfolio,
nor is there outstanding any security convertible into any
shares of the SGS Portfolio;
(l) At the Closing Date, the Xxxxxx Fund will have
good and valid title to the SGS Portfolio's assets to be
transferred to the USG Portfolio and full right, power, and
authority to sell, assign, transfer and deliver such assets
hereunder, and upon delivery and payment for such assets,
the AMT Capital Fund will acquire good and valid title
thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the
1933 Act, other than as disclosed to the AMT Capital Fund;
(m) The execution, delivery and performance of this
Agreement has been duly authorized prior to the Closing
Date by all necessary action on the part of the Xxxxxx
Fund's Board of Directors, and, subject to the approval of
the shareholders of the SGS Portfolio, this Agreement
constitutes a valid and binding obligation of the Xxxxxx
Fund, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent, transfer, reorganization,
moratorium and similar laws relating to or affecting
creditors' rights and to general equity principles; and
(n) The information to be furnished by the Xxxxxx
Fund for use in registration statements or proxy materials or
for use in any other document filed or to be filed with any
federal, state or local regulatory authority (including the
National Association of Securities Dealers, Inc.) which may
be necessary in connection with the transaction
contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects
with Federal securities and the laws and regulations
thereunder applicable thereto.
3.2 The AMT Capital Fund represents and warrants to the
Xxxxxx Fund as follows:
(a) The AMT Capital Fund is a corporation duly
formed, validly existing and in good standing under the laws
of the State of Maryland and the USG Portfolio is a series
of the AMT Capital Fund;
(b) The AMT Capital Fund is a registered open-end
investment company and its registration with the SEC as an
investment company under the 1940 Act, and the
registration of its shares under the 1933 Act, are in full
force and effect;
(c) The current prospectus and statement of
additional information of the AMT Capital Fund conform in
all material respects to the applicable requirements of the
1933 Act and the 1940 Act and the rules and regulations of
the SEC thereunder and do 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 materially misleading;
(d) At the Closing Date, the AMT Capital Fund will
have good and marketable title to its assets;
(e) The AMT Capital Fund is not, and the
execution, delivery and performance of this Agreement will
not result, in a material violation of the AMT Capital Fund's
Articles of Incorporation or By-Laws or any material
agreement, indenture, instrument, contract, lease or other
undertaking to which the AMT Capital Fund is a party or by
which it is bound;
(f) The information to be furnished by the AMT
Capital Fund for use in proxy materials and other
documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and
complete in all material respects and shall comply in all
material respects with federal securities and other laws and
regulations applicable thereto;
(g) AMT Capital Fund has no material contracts or
other commitments (other than this Agreement) which will be
terminated prior to the Closing Date where such termination will
result in any liability to the USG Portfolio other than liabilities in
the ordinary course of business incurred subsequent to December
31, 1994 or otherwise disclosed to the Xxxxxx Fund;
(h) No material litigation or administrative proceeding
or investigation of or before any court or governmental body is
presently pending or to its knowledge threatened against the AMT
Capital Fund or any such proceedings which would materially and
adversely affect its business and is not a party to or subject to the
provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business
or its ability to consummate the transactions herein contemplated;
(i) Any and all issued and outstanding shares of the USG
Portfolio are, and at the Closing Date will be, duly and validly issued
and outstanding, fully paid and non-assessable. The USG Portfolio does
not have outstanding any options, warrants or other rights to subscribe for
or purchase any shares of the USG Portfolio, nor is there outstanding any
security convertible into any shares of the USG Portfolio;
(j) The execution, delivery and performance of this Agreement have
been duly authorized prior to the Closing Date by all necessary action on the
part of the AMT Capital Fund's Board of Directors, and this Agreement
constitutes a valid and binding obligations of the AMT Capital Fund,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating
to or affecting creditors' rights and to general equity principles; and
(k) At the Closing Date, to the best of the AMT Capital Fund's
knowledge, no material federal and other tax returns and reports of the
USG Portfolio are or will be required to have been filed.
4. Conditions Precedent. The obligations
of the Xxxxxx Fund and the AMT Capital Fund to effect
the transactions contemplated hereunder shall be subject to
the satisfaction of each of the following conditions:
(a) All filings shall have been made with, and all
authority and orders shall have been received from, the SEC
and state securities commissions as may be necessary in the
opinion of Dechert Price & Xxxxxx, counsel to the USG
Portfolio and Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the
SGS Portfolio to permit the parties to carry out the
transactions contemplated by this Agreement;
(b) The investment objectives and permitted
investments of the USG Portfolio are substantially the same
as those of the SGS Portfolio and the rate of investment
management fees and rate of the fees payable pursuant to a
Rule 12b-1 plan of distribution for the USG Portfolio shares
are identical to those of the SGS Portfolio;
(c) The Xxxxxx Fund and the AMT Capital Fund
shall have received an opinion of Dechert Price & Xxxxxx
substantially to the effect that, based on the facts,
assumptions and representations of the parties, for federal
income tax purposes: (i) the transfer to the USG Portfolio
of all of the assets of the SGS Portfolio in exchange solely
for USG Portfolio Shares and the assumption by the USG
Portfolio of the liabilities of the SGS Portfolio, followed by
the distribution of such USG Portfolio Shares to the SGS
Portfolio shareholders in exchange for the shares of the SGS
Portfolio in complete liquidation of the SGS Portfolio, will
constitute a "reorganization": within the meaning of
Section 368(a)(1) of the Code, and the USG Portfolio and
the SGS Portfolio will each be "a party to a reorganization:
within the meaning of the Section 368(b) of the Code; (ii)
no gain or loss will be recognized by the SGS Portfolio
upon the transfer of all of its assets to the USG Portfolio in
exchange solely for USG Portfolio Shares and the
assumption by the USG Portfolio of the liabilities of the
SGS Portfolio; (iii) the basis of the assets of the SGS
Portfolio in the hands of the USG Portfolio will be the same
as the basis of such assets in the hands of the SGS Portfolio
immediately prior to the transfer; (iv) the holding period of
the assets of the SGS Portfolio in the hands of the USG
Portion will include the period during which such assets
were held by the SGS Portfolio; (v) no gain or loss will be
recognized by the USG Portfolio upon the receipt of the
assets of the SGS Portfolio in exchange for USG Portfolio
Shares and the assumption by the USG Portfolio of the
liabilities of the SGS Portfolio; (vi) no gain or loss will be
recognized by the shareholders of the SGS Portfolio upon
the receipt of USG Portfolio Shares solely in exchange for
their shares of the SGS Portfolio as part of the transaction;
(vii) the basis of the USG Portfolio Shares received by the
shareholders of the SGS Portfolio will be the same as the
basis of the shares of the SGS Portfolio exchanged therefor;
and (viii) the holding period of the USG Portfolio Shares
received by the shareholders of the SGS Portfolio will
include the holding period during which the shares of the
SGS Portfolio exchanged therefore were held, provided that
at the time of the exchange the shares of the SGS Portfolio
were held as capital assets in the hands of the shareholders
of the SGS Portfolio;
(d) This Agreement and Plan of Reorganization and
the reorganization contemplated hereby shall have been
approved by the Board of Directors of the Xxxxxx Fund
and by the Board of Directors of the AMT Capital Fund and
shall have been recommended for approval to the
shareholders of the SGS Portfolio by the Xxxxxx Fund's
Board of Directors;
(e) This Agreement and Plan of Reorganization and
the reorganization contemplated hereby shall have been
approved by the affirmative vote of holders of
the outstanding shares of common stock of the SGS
Portfolio representing at least a majority of all of the
outstanding voting securities (as defined in the 1940 Act) of
the SGS Portfolio;
(f) The AMT Capital Fund, on behalf of the USG
Portfolio, shall have entered into an Investment Advisory
Agreement with AMT Capital Advisers, Inc. and a
Distribution Agreement with AMT Capital Services, Inc.,
such Agreements to be in each case substantially similar in
form and substance to the respective Agreement in effect at
the Closing Date between the Xxxxxx Fund, on behalf of
the SGS Portfolio, and LBGAM (in the case of the
Investment Advisory Agreement) or Xxxxxx Brothers (in
the case of the Distribution Agreement), which
Agreements have been approved by the Board of
Directors of the AMT Capital Fund and, to the extent
required by law, by the members of the Board of Directors
who are not "interested persons" of the AMT Capital Fund
as defined in the 1940 Act as well as by the shareholders of
the USG Portfolio (it being understood that Xxxx X. Xxxxxx
as sole shareholder of the USG Portfolio prior to the
consummation of the reorganization, will vote for such
ratification);
(g) AMT Capital Advisers shall have entered into a
Sub-Advisory Agreement with Delphi Asset Management,
which Agreement has been approved by the Board
of Directors of the AMT Capital Fund and, to the extent
required by law, by the members of the Board of Directors
who are not "interested Persons" of the AMT Capital Fund
as defined in the 1940 Act as well as by the shareholders of
the USG Portfolio (it being understood that Xxxx X.
Xxxxxx, as sole shareholder of the USG Portfolio prior to
the consummation of the reorganization, will vote for such
ratification);
(h) AMT Capital Fund shall have filed with the
SEC a Registration Statement Form N-14
complying in all material respects with the
requirements of the 1933 Act, the Securities Exchange Act
of 1934, as amended, the 1940 Act, and applicable rules and
regulations thereunder, relating to a meeting of the
shareholders of the SGS Portfolio to be called to consider
and act upon the transactions contemplated herein, and such
Registration Statement shall have been declared effective. The
AMT Capital Fund agrees to provide the AMT Capital Fund with
information applicable to the Xxxxxx Fund required under
such Acts, rules and regulations for inclusion in the
Registration Statement in Form N-14;
(i) All securities owned by the SGS Portfolio at the time of
the Closing will be owned by the SGS portfolio free and
clear of any liens, claims, charges, options and
encumbrances, and none of such securities is or, after the
reorganization as contemplated hereby, will be subject to
any restrictions, legal or contractual, on the disposition
thereof, including restrictions as to the public offering or
sale thereof under the 1933 Act, as amended, and all such
securities are or will be readily marketable (except that
certain of such securities may not be readily marketable
after such reorganization but only to the extent that they
will not cause the USG Portfolio to be in violation of any
applicable investment restriction); and
(j) The Xxxxxx Fund, on behalf of the SGS
Portfolio, shall have filed Articles of Transfer with the
Maryland Department of Assessments and Taxation in
accordance with Section 3-109 of the Maryland General
Corporation Law and such Articles of Transfer shall have
been accepted by such agency.
(k) Xxxxx Xxxxxx shall have entered into an agreement
with Delphi Asset Management, Inc. pursuant to which she will
be employed, subject to the closing of the transactions contemplated
hereby, as a portfolio manager.
5. Amendment. This Agreement and Plan
of Reorganization may be amended at any time by the
mutual agreement of the Xxxxxx Fund and
the AMT Capital Fund, notwithstanding
approval thereof by the shareholders of the SGS Portfolio,
provided that no amendment shall have a material adverse
effect on the interests of the shareholders of the SGS
Portfolio or the USG Portfolio.
6. Termination. The Xxxxxx
Fund and the AMT Capital Fund may by
mutual consent terminate this Agreement and Plan of
Reorganization and abandon the reorganization
contemplated hereby, notwithstanding approval thereof by
the shareholders of the SGS Portfolio, at any time prior to
the Closing, if circumstances should develop that, in their
judgment, making proceeding with the Agreement
inadvisable.
7. No Broker's or Finder's Fee. The Xxxxxx
Fund and the AMT Capital Fund each represents that there
is no person with whom it has dealt, who by reason of such
dealings is entitled to any broker's or finder's or other
similar fee or commission arising out of the transactions
contemplated by this Agreement and Plan of
Reorganization.
8. No Survival of Representations, etc. The
representations, warranties, covenants and agreements of
the parties contained herein shall not survive the Closing
Date, except for the provisions of Section 1(c).
9. Waiver. The Xxxxxx Fund or the AMT Capital
Fund, after consultation with its counsel and by consent of
its Board of Directors, Executive Committee or an officer
authorized by such Board of Directors, may waive any
condition to its obligations hereunder if in its judgment such
waiver will not have a material adverse affect of the
interests of its shareholders. If the transactions
contemplated by this Agreement and Plan of Reorganization
have not been substantially completed by January 31, 1996,
the Agreement shall automatically terminate on that date
unless a later date is agreed to by both the Xxxxxx Fund
and the AMT Capital Fund.
10. Reliance. All covenants, agreements,
representations and warranties made under this Agreement
and Plan of Reorganization shall be deemed to have been
material and relied upon by each of the parties
notwithstanding any investigation made by such party or on
its behalf.
11. Notices. All notices required or permitted
under this Agreement and Plan of Reorganization shall be
given in writing:
To the Xxxxxx Fund at: ______________________
______________________
______________________
Attn:__________________
To the AMT Capital AMT Capital Fund, Inc.
Fund at: 000 Xxxx Xxxxxx
Xxx Xxxx, XX _________
Attn: Xxxxxxx X. Xxxxxxxxx
00. Expenses. In view of the fact that AMT
Capital Advisers, Inc. will be responsible for effecting the
reorganization contemplated hereby primarily for the benefit
of the USG Portfolio, expenses of the reorganization, other
than the legal expenses of LBGAM, will be borne by
AMT Capital Advisers, Inc..
13. Miscellaneous Provisions. This Agreement
and Plan of Reorganization shall bind and inure to the
benefit of the parties and their respective successors and
assigns. It shall be governed by and carried out in
accordance with the laws of the State of New York.
The name "Xxxxxx Brothers Funds, Inc." is the
designation of the Directors for the time being under the
Articles of Incorporation dated May 5, 1993, and all
persons dealing with the Xxxxxx Fund must look solely to
the Xxxxxx Fund property for the enforcement of any claim
against the Xxxxxx Fund, as neither the Directors, officers,
agents or shareholders assume any personal liability for
obligations entered into on behalf of the Xxxxxx Fund. No
series of the Xxxxxx Fund shall be liable for claims against
any other series of the Xxxxxx Fund.
The name "AMT Capital Fund, Inc." is the
designation of the Directors for the time being under the
Articles of Incorporation dated August 3, 1993, and all
persons dealing with the AMT Capital Fund must look
solely to the AMT Capital Fund property for the
enforcement of any claim against the AMT Capital Fund, as
neither the Directors, officers, agents or shareholders assume
any personal liability for obligations entered into on behalf
of the AMT Capital Fund. No series of the AMT Capital
Fund shall be liable for claims against any other series of the
AMT Capital Fund.
IN WITNESS WHEREOF, the parties have
hereunto caused this Agreement and Plan of Reorganization
to be executed and delivered by their duly authorized
officers as of the day and year first written above.
XXXXXX BROTHERS FUNDS, INC. (on behalf
of the Xxxxxx Selected Growth Stock Portfolio)
Attest: (Seal)
By:______________________ By:____________________________________
Title:_____________________ Title:___________________________________
AMT CAPITAL FUND, INC. (on behalf of the
U.S. Selected Growth Portfolio)
Attest: (Seal)
By:______________________ By:____________________________________
Title:_____________________ Title:____________________________________
