FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION is dated as of [ ], 2002
("Agreement"), by and between Strong Heritage Reserve Series, Inc., a Wisconsin
corporation ("Selling Corporation"), on behalf of its series, the Strong
Investors Money Fund ("Selling Fund"), and Strong Money Market Fund, Inc., a
Wisconsin corporation ("Acquiring Corporation"), on behalf of its series, the
Strong Money Market Fund ("Acquiring Fund"). The Selling Fund and the Acquiring
Fund are sometimes referred to collectively as the "Funds" and individually as a
"Fund."
PRELIMINARY STATEMENTS
A. The Selling Corporation and the Acquiring Corporation (individually,
"Corporation") are each open-end management investment companies registered
under the Investment Company Act of 1940 ("1940 Act").
B. The Board of Directors of each Corporation has determined that the
Reorganization (as defined below) is in the best interest of each Fund and that
the interests of the existing shareholders of each Fund would not be diluted as
a result of the Reorganization.
C. This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended ("Code").
AGREEMENTS
The parties to this Agreement covenant and agree as follows:
A. PLAN OF REORGANIZATION.
1. REORGANIZATION. At the Effective Time (as defined below),
the Selling Fund will assign, deliver and otherwise transfer all of its
assets and good and marketable title to the assets, free and clear of
all liens, encumbrances and adverse claims except as provided in this
Agreement, and assign all liabilities to the Acquiring Fund. The
Acquiring Fund shall acquire all these assets, and shall assume all
these liabilities of the Selling Fund, in exchange for the issuance of
shares (both full and fractional) of the Acquiring Fund to the
shareholders of the Selling Fund, equivalent in value to the shares of
the Selling Fund outstanding immediately prior to the Effective Time.
These transactions are collectively referred to as the
"Reorganization." The shares of the Acquiring Fund that are issued in
exchange for the assets of the Selling Fund are referred to as the
"Acquiring Fund Shares," and the shares of the Selling Fund that are
held by the holders of such shares at the Effective Time are referred
to as the "Selling Fund Shares." The assets and stated liabilities of
the Selling Fund shall be exclusively assigned to and assumed by the
Acquiring Fund. All debts, liabilities, obligations and duties of the
Selling Fund, to the extent that they exist at or after the Effective
Time, shall after the Effective Time, attach to the Acquiring Fund and
may be enforced against the Acquiring Fund to the same extent as if the
same had been incurred by the Acquiring Fund. If the Selling Fund is
unable to make delivery of any of its portfolio securities pursuant to
this Section to the Acquiring Fund because any of such securities
purchased by the Selling Fund have not yet been delivered to it by the
Selling Fund's broker or brokers, then, in lieu of such delivery, the
Selling Fund shall deliver to the Acquiring Fund, with respect to these
securities, executed copies of an agreement of assignment and due bills
executed on behalf of the broker or brokers, together with any other
documents as may be required by the Acquiring Fund, including brokers'
confirmation slips.
2. TRANSFER OF ASSETS. The assets of the Selling Fund to be
acquired by the Acquiring Fund shall include, without limitation, all
cash, cash equivalents, securities, receivables (including interest and
dividends receivable), goodwill and intangible property, and deferred
or prepaid expenses as set forth in the Statement of Assets and
Liabilities, as well as any claims or rights of action or rights to
register shares under applicable securities laws, any books or records
of the Selling Fund and other property owned by the Selling Fund at the
Effective Time.
3. LIQUIDATION AND DIVIDENDS. At the Effective Time, the
Selling Fund will liquidate. However, each Selling Fund shareholder
shall have the right to receive any dividends or other distributions
that were declared prior to the Effective Time, but unpaid at that
time, with respect to the Selling Fund Shares that are held by such
Selling Fund shareholders at the Effective Time. Contemporaneous with
the liquidation of the Selling Fund, each shareholder of the Selling
Fund will be issued a number of Acquiring Fund Shares equal in value to
the Selling Fund Shares held by that shareholder. This liquidation will
be accompanied by the establishment of an open account on the share
records of the Acquiring Fund in the name of each shareholder of record
of the Selling Fund and representing the respective number of Acquiring
Fund Shares due that shareholder. All issued and outstanding shares of
the Selling Fund shall simultaneously be cancelled on the books of the
Selling Fund. The Acquiring Fund shall not be required to issue
certificates representing Acquiring Fund Shares in connection with such
exchange. An amendment to the Articles of Incorporation of the Selling
Corporation in a form not materially different from that attached as
Annex 1 to this Agreement ("Articles Amendment") shall be filed to
eliminate the shares constituting the Selling Fund as a class of the
Selling Corporation's common stock.
4. CERTIFICATES. Any Selling Fund shareholders holding certificates
representing their ownership of shares of the Selling Fund may be
requested to surrender such certificates or deliver an affidavit with
respect to lost certificates, in such form as the Selling Fund may
require prior to the Closing Date. On the Closing Date, the Selling
Fund certificates that remain outstanding shall be deemed to be
canceled. The Selling Corporation's transfer books with respect to the
Selling Fund's shares shall be closed permanently as of the close of
business on the day immediately prior to the Closing Date. All
unsurrendered Selling Fund certificates shall no longer evidence
ownership of common stock of the Selling Fund and shall be deemed for
all corporate purposes to evidence ownership of the number of Acquiring
Fund Shares into which the Selling Fund shares were effectively
converted. Unless and until any such certificate has been surrendered
or an affidavit with respect to lost certificates has been delivered to
the Acquiring Fund, dividends and other distributions payable by the
Acquiring Fund subsequent to the Closing Date with respect to such
Acquiring Fund Shares shall be paid to the holder of such
certificate(s), but such shareholders may not be allowed to redeem or
transfer Acquiring Fund Shares received in the Reorganization with
respect to unsurrendered Selling Fund share certificates.
B. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring Fund
represents and warrants to the Selling Fund as follows:
1. SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Fund
Shares to be issued in connection with the Reorganization (i) have been
duly authorized and upon consummation of the Reorganization will be
validly issued, fully paid and non-assessable, except to the extent
provided in Section 180.0622(2)(b) of the Wisconsin Statutes and (ii)
will be duly registered in conformity with applicable federal and state
securities laws, and no shareholder of the Acquiring Fund shall have
any option, warrant, or preemptive right of subscription or purchase
with respect to the Acquiring Fund's Shares.
2. LIABILITIES. There are no liabilities of the Acquiring
Fund, whether or not determined or determinable, other than liabilities
disclosed or provided for in the Acquiring Fund's statement of assets
and liabilities, if any, and liabilities incurred in the ordinary
course of business prior to the Effective Time or otherwise previously
disclosed to the Selling Fund, none of which has been materially
adverse to the business, assets or results of operations of the
Acquiring Fund.
3. LITIGATION. Except as previously disclosed to the Selling
Fund, there are no claims, actions, suits or proceedings pending or, to
the actual knowledge of the Acquiring Fund, threatened which would
materially adversely affect the Acquiring Fund or its assets or
business or which would prevent or hinder in any material respect
consummation of the transactions contemplated by this Agreement.
4. TAXES. As of the Effective Time, all federal and other tax
returns and reports of the Acquiring Fund required by law to have been
filed shall have been filed, and all other taxes shall have been paid
so far as due, or provision shall have been made for the payment of
them, and to the best of the Acquiring Fund's knowledge, no such return
is currently under audit and no assessment has been asserted with
respect to any of these returns.
5. FEES AND EXPENSES. As of the Effective Time, there are no
brokers or finders entitled to receive any payments in connection with
the transactions for which this Agreement provides.
C. REPRESENTATIONS AND WARRANTIES OF THE SELLING FUND. The Selling Fund
represents and warrants to the Acquiring Fund as follows:
1. MARKETABLE TITLE TO ASSETS. The Selling Fund will have, at
the Effective Time, good and marketable title to, and full right, power
and authority to sell, assign, transfer and deliver, the assets to be
transferred to the Acquiring Fund. Upon delivery and payment for these
assets, the Acquiring Fund will have good and marketable title to the
assets without restriction on the transfer of the assets free and clear
of all liens, encumbrances and adverse claims.
2. LIABILITIES. There are no liabilities of the Selling Fund,
whether or not determined or determinable, other than liabilities
disclosed or provided for in the Selling Fund's Statement of Assets and
Liabilities, and liabilities incurred in the ordinary course of
business prior to the Effective Time or otherwise previously disclosed
to the Acquiring Fund, none of which has been materially adverse to the
business, assets or results of operations of the Selling Fund.
3. LITIGATION. Except as previously disclosed to the Acquiring
Fund, there are no claims, actions, suits or proceedings pending or, to
the knowledge of the Selling Fund, threatened which would materially
adversely affect the Selling Fund or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated by this Agreement.
4. TAXES. As of the Effective Time, all federal and other tax
returns and reports of the Selling Fund required by law to have been
filed shall have been filed, and all other taxes shall have been paid
so far as due, or provision shall have been made for the payment of
them, and to the best of the Selling Fund's knowledge, no such return
is currently under audit and no assessment has been asserted with
respect to any of those returns.
5. FEES AND EXPENSES. As of the Effective Time, there are no
brokers or finders entitled to receive any payments in connection with
the transactions provided for in this Agreement.
D. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The
obligations of the Acquiring Fund under this Agreement shall be subject to the
following conditions:
1. All representations and warranties of the Selling Fund
contained in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and, except as they may be
affected by the transactions contemplated by this Agreement, as of the
Effective Time, with the same force and effect as if made on and as of
the Effective Time.
2. The Acquiring Corporation shall have received an opinion of
▇▇▇▇▇▇▇ & ▇▇▇▇, S.C., counsel to both Funds, regarding the
transaction, in form reasonably satisfactory to the Acquiring
Corporation, and dated as of the Effective Time, to the effect that:
(a) the Selling Corporation is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Wisconsin;
(b) the shares of the Selling Fund issued and
outstanding at the Effective Time are duly authorized and
validly issued, fully paid and non-assessable by the Selling
Fund, except to the extent provided in Section 180.0622(2)(b)
of the Wisconsin Statutes, or any successor statute;
(c) this Agreement has been duly authorized, executed
and delivered by the Selling Corporation, on behalf of the
Selling Fund, and represents a valid and binding contract of
the Selling Corporation, enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and
transfer, and other similar laws of general applicability
relating to or affecting creditors' rights and to general
equity principles; provided, however, that no opinion need be
expressed with respect to provisions of this Agreement
relating to indemnification nor with respect to provisions of
this Agreement intended to limit liability for particular
matters to the Selling Fund and its assets;
(d) the execution and delivery of this Agreement did
not, and the consummation of the transactions contemplated by
this Agreement will not, violate the Amended and Restated
Articles of Incorporation or Bylaws of the Selling Corporation
or any material agreement known to such counsel to which the
Selling Corporation, on behalf of the Selling 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 of the transactions
contemplated by this Agreement, except such as have been
obtained under the Securities Act of 1933 (the "1933 Act"),
state securities laws, the 1940 Act and the rules and
regulations under those statutes; and
(f) The Selling Corporation is registered as an
investment company under the 1940 Act and such registration
with the Securities and Exchange Commission ("SEC") as an
investment company under the 1940 Act is in full force and
effect.
Such opinion: (a) shall state that while such counsel have not
verified, and are not passing upon and do not assume responsibility
for, the accuracy, completeness, or fairness of any portion of the Form
N-14 Registration Statement or any amendment thereof or supplement
thereto, they have generally reviewed and discussed certain information
included therein with respect to the Selling Corporation and the
Selling Fund with certain officers of the Selling Corporation and that
in the course of such review and discussion no facts came to the
attention of such counsel which caused them to believe that, on the
respective effective or clearance dates of the Form N-14 Registration
Statement, and any amendment thereof or supplement thereto and only
insofar as they relate to information with respect to the Selling
Corporation and the Selling Fund, the Form N-14 Registration Statement
or any amendment thereof or supplement thereto, contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; (b) shall state that such counsel does not
express any opinion or belief as to the financial statements, other
financial data, statistical data, or any information relating to the
Selling Fund or the Selling Corporation contained or incorporated by
reference in the Form N-14 Registration Statement; and (c) shall state
that such opinion is solely for the benefit of the Acquiring
Corporation and its Board of Directors and officers.
In giving such opinion, ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C. may rely upon
officers' certificates and certificates of public officials.
3. After giving effect to the transactions contemplated by
this Agreement, the Acquiring Fund on the Closing Date will be in
compliance with Rule 2a-7 under the 1940 Act.
E. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND. The obligations
of the Selling Fund under this Agreement shall be subject to the following
conditions:
1. All representations and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and, except as they may be
affected by the transactions contemplated by this Agreement, as of the
Effective Time, with the same force and effect as if made on and as of
the Effective Time.
2. The Selling Corporation shall have received an opinion of
▇▇▇▇▇▇▇ & ▇▇▇▇, S.C., counsel to both Funds, regarding the
transaction, in form reasonably satisfactory to the Selling
Corporation, and dated as of the Effective Time, to the effect that:
(a) the Acquiring Corporation is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Wisconsin;
(b) the shares of the Acquiring Fund issued and
outstanding at the Effective Time are duly authorized and
validly issued, fully paid and non-assessable, except to the
extent provided in Section 180.0622(2)(b) of the Wisconsin
Statutes, or any successor statute, and the Acquiring Fund
Shares to be delivered to the Selling Fund, as provided for by
this Agreement, are duly authorized and upon delivery pursuant
to the terms of this Agreement, will be validly issued, fully
paid, and non-assessable, except to the extent provided in
Section 180.0622(2)(b) of the Wisconsin Statutes, or any
successor statute, and no shareholder of the Acquiring Fund
has any option, warrant or preemptive right to subscription or
purchase in respect thereof based on a review of the Acquiring
Corporation's Amended and Restated Articles of Incorporation
and Bylaws and otherwise to such counsel's knowledge;
(c) the Board of Directors of the Acquiring
Corporation has duly authorized the Acquiring Fund as a class
of common stock of the Acquiring Corporation pursuant to the
terms of the Amended and Restated Articles of Incorporation of
the Acquiring Corporation;
(d) this Agreement has been duly authorized, executed
and delivered by the Acquiring Corporation and represents a
valid and binding contract of the Acquiring Corporation,
enforceable in accordance with its terms, subject to the
effect of bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and transfer, and other similar laws of
general applicability related to or affecting creditors'
rights and to general equity principles; provided, however,
that no opinion need be expressed with respect to provisions
of this Agreement relating to indemnification nor with
respect to provisions of this Agreement intended to limit
liability for particular matters to the Acquiring Fund and
its assets;
(e) the execution and delivery of this Agreement did
not, and the consummation of the transactions contemplated by
this Agreement will not, violate the Amended and Restated
Articles of Incorporation or Bylaws of the Acquiring
Corporation or any material agreement known to such counsel
to which the Acquiring Corporation 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 Acquiring Fund of the transactions contemplated by this
Agreement, except such as have been obtained under the ▇▇▇▇
▇▇▇, ▇▇▇▇▇ securities laws, the 1940 Act, and the rules and
regulations under those statutes; and
(g) the Acquiring Corporation is registered as an
investment company under the 1940 Act and such registration
with the SEC as an investment company under the 1940 Act is
in full force and effect.
Such opinion: (a) shall state that while such counsel have not
verified, and are not passing upon and do not assume responsibility for,
the accuracy, completeness, or fairness of any portion of the Form N-14
Registration Statement relating to the Reorganization or any amendment
thereof or supplement thereto, they have generally reviewed and
discussed certain information included therein with respect to the
Acquiring Fund and the Acquiring Corporation with certain officers of
the Acquiring Corporation and that in the course of such review and
discussion no facts came to the attention of such counsel which caused
them to believe that, on the respective effective or clearance dates of
the Form N-14 Registration Statement and any amendment thereof or
supplement thereto and only insofar as they relate to information with
respect to the Acquiring Corporation and the Acquiring Fund, the Form
N-14 Registration Statement or any amendment thereof or supplement
thereto contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading; (b) shall state that such counsel
does not express any opinion or belief as to the financial statements,
other financial data, statistical data, or information relating to the
Acquiring Corporation or the Acquiring Fund contained or incorporated by
reference in the Form N-14 Registration Statement; and (c) shall state
that such opinion is solely for the benefit of the Selling Corporation
and its Board of Directors and officers.
In giving such opinion, ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C. may rely upon
officers' certificates and certificates of public officials.
3. After giving effect to the transactions contemplated by
this Agreement, the Acquiring Fund on the Closing Date will be in
compliance with Rule 2a-7 under the 1940 Act.
F. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND AND THE
ACQUIRING FUND. The obligations of the Selling Fund and the Acquiring Fund to
effectuate this Agreement shall be subject to the satisfaction of each of the
following conditions as of the Effective Time:
1. Any authority from the SEC as may be necessary to permit
the parties to carry out the transactions contemplated by this
Agreement shall have been received.
2. The Registration Statement on Form N-1A of the Acquiring
Fund shall be effective under the 1933 Act, and, to the best knowledge
of the Acquiring Fund, no investigation or proceeding for that purpose
shall have been instituted or be pending, threatened or contemplated
under the 1933 Act.
3. The Acquiring Fund has filed all documents and paid all
fees required to permit its shares to be offered to the public in all
states of the United States, the Commonwealth of Puerto Rico and the
District of Columbia (except where such qualifications are not
required) so as to permit the transfer contemplated by this Agreement
to be consummated.
4. The Selling Fund and Acquiring Fund shall have received on
or before the Effective Time an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP
satisfactory to the Selling Fund and the Acquiring Fund substantially
to the effect that the Reorganization, as a tax-free reorganization
within the meaning of Section 368(a)(1) of the Code, will have the
following federal income tax consequences for Selling Fund
shareholders, the Selling Fund, and the Acquiring Fund:
(a) No gain or loss will be recognized by the
Selling Fund upon the transfer of its assets
in exchange solely for Acquiring Fund Shares
and the assumption by the Acquiring Fund of
the Selling Fund's stated liabilities;
(b) No gain or loss will be recognized by the
Acquiring Fund on its receipt of the Selling
Fund's assets in exchange for Acquiring Fund
Shares and the assumption by the Acquiring
Fund of the Selling Fund's liabilities;
(c) The basis of the Selling Fund's assets in
the Acquiring Fund's hands will be the same
as the basis of those assets in the Selling
Fund's hands immediately before the
Reorganization;
(d) The Acquiring Fund's holding period for the
assets transferred to the Acquiring Fund by
the Selling Fund will include the holding
period of those assets in the Selling Fund's
hands immediately before the Reorganization;
(e) No gain or loss will be recognized by the
Selling Fund on the distribution of
Acquiring Fund Shares to the Selling Fund's
shareholders in exchange for Selling Fund
Shares;
(f) No gain or loss will be recognized by the
Selling Fund's shareholders as a result of
the Selling Fund's distribution of Acquiring
Fund Shares to the Selling Fund's
shareholders in exchange for the Selling
Fund's shareholders' Selling Fund Shares;
(g) The basis of the Acquiring Fund Shares
received by the Selling Fund's shareholders
will be the same as the basis of that
Selling Fund's shareholders' Selling Fund
Shares surrendered in exchange therefor; and
(h) The holding period of the Acquiring Fund
Shares received by the Selling Fund's
shareholders will include the Selling Fund's
shareholders' holding period for the Selling
Fund's shareholders' Selling Fund Shares
surrendered in exchange for the Acquiring
Fund Shares, provided that the Selling Fund
Shares were held as capital assets on the
date of the Reorganization.
5. This Agreement, the Reorganization, and the Articles
Amendment contemplated by this Agreement shall have been approved by
the shareholders of the Selling Fund, in the manner required under the
Wisconsin Statutes.
6. The Board of Directors of the Acquiring Corporation, at a
meeting duly called for such purpose, shall have authorized the
issuance by the Acquiring Fund of Acquiring Fund Shares at the
Effective Time in exchange for the assets of the Selling Fund pursuant
to the terms and provisions of this Agreement.
G. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Selling Fund's
assets for corresponding Acquiring Fund Shares shall be effective at 5:00 p.m.,
Central Time ("Effective Time") on May 31, 2002 ("Closing Date"), or at such
other time and date as fixed by the mutual consent of the parties.
H. TERMINATION. This Agreement and the transactions contemplated by
this Agreement may be terminated and abandoned with respect to the Acquiring
Fund and/or the Selling Fund, without penalty, by resolution of the Board of
Directors of the Acquiring Corporation or the Selling Corporation, respectively,
or at the discretion of any duly authorized officer of either Corporation, at
any time prior to the Effective Time, if circumstances should develop that, in
the opinion of such Board or officer, make proceeding with the Agreement
inadvisable. In the event of any such termination, there shall be no liability
for damages on the part of the Acquiring Fund, the Selling Fund, the Acquiring
Corporation, or the Selling Corporation, or their respective Boards of Directors
or officers.
I. AMENDMENT AND WAIVER. This Agreement may be amended, modified or
supplemented in such manner as may be mutually agreed upon in writing by the
parties; pROVIDED THAT, no amendment may have the effect of changing the
provisions for determining the number or value of Acquiring Fund Shares to be
paid to the Selling Fund's shareholders under this Agreement to the detriment of
the Selling Fund's shareholders without their further approval. Furthermore,
either party may waive any breach by the other party or the failure to satisfy
any of the conditions to its obligations (this waiver must be in writing and
authorized by the President, if any, or any Vice President of the waiving party
with or without the approval of the party's shareholders).
J. INDEMNIFICATION.
1. The Acquiring Fund shall indemnify, defend and hold
harmless the Selling Fund, its directors, officers, employees and
agents against all losses, claims, demands, liabilities and expenses,
including reasonable legal and other expenses incurred in defending
third party claims, actions, suits or proceedings, arising from any
breach by the Acquiring Fund of its representations, warranties,
covenants or agreements set forth in this Agreement.
2. The Selling Fund, with respect to any claim asserted prior
to the Effective Time, shall indemnify, defend and hold harmless the
Acquiring Fund, its directors, officers, employees and agents against
all losses, claims, demands, liabilities and expenses, including
reasonable legal and other expenses incurred in defending third party
claims, actions, suits or proceedings, arising from breach by the
Selling Fund of any of its representations, warranties, covenants or
agreements set forth in this Agreement.
K. FEES AND EXPENSES. Each Fund shall be solely liable for its own expenses
incurred in connection with entering into and carrying out the transactions
contemplated by this Agreement, whether or not the transactions contemplated
hereby are consummated.
L. HEADINGS, COUNTERPARTS, ASSIGNMENT.
1. The article and paragraph headings contained in this
Agreement are for reference purposes only and are not intended to
effect in any way the meaning or interpretation of this Agreement.
2. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
3. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns, but
no assignment or transfer of any rights or obligations shall be made by
any party without the written consent of the other party. Nothing in
this Agreement expressed or implied is intended nor shall be construed
to confer upon or give any person, firm or corporation (other than the
parties and their respective successors and assigns) any rights or
remedies under or by reason of this Agreement.
M. ENTIRE AGREEMENT. The Acquiring Fund and Selling Fund agree that
neither party has made any representation, warranty or covenant not set forth in
this Agreement and that this Agreement constitutes the entire agreement between
the parties. The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant to this Agreement or in
connection with this Agreement shall survive the consummation of the
transactions contemplated under this Agreement.
N. FURTHER ASSURANCES. The Acquiring Fund and Selling Fund shall take such
further action as may be necessary or desirable and proper to consummate the
transactions contemplated by this Agreement.
O. BINDING NATURE OF AGREEMENT. As provided in the Selling
Corporation's and Acquiring Corporation's Bylaws, as amended and supplemented to
date, this Agreement was executed by the undersigned officers of the Selling
Corporation, on behalf of the Selling Fund, and the Acquiring Corporation, on
behalf of the Acquiring Fund, as officers and not individually. The obligations
of this Agreement are not binding upon the undersigned officers individually,
but are binding only upon the assets and property of the Selling Fund and
Acquiring Fund. Moreover, no class or series of the Selling Corporation and
Acquiring Corporation shall be liable for the obligations of any other classes
or series of the Selling Corporation and Acquiring Corporation, respectively.
P. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Wisconsin.
STRONG HERITAGE RESERVE SERIES, INC., STRONG MONEY MARKET FUND, INC.,
ON BEHALF OF STRONG INVESTORS MONEY FUND ON BEHALF OF STRONG MONEY MARKET FUND
--------------------------------------- -------------------------------------
[Name, Title] Name, Title]
ANNEX 1 TO AGREEMENT AND PLAN OF REORGANIZATION
TO BE EFFECTIVE MAY 31, 2002
AMENDMENT TO ARTICLES OF INCORPORATION
OF
STRONG HERITAGE RESERVE SERIES, INC.
The undersigned Secretary of Strong Heritage Reserve Series, Inc.
("Corporation"), hereby certifies that, in accordance with Section 180.1003 of
the Wisconsin Statutes, the following amendment was duly adopted by the Board of
Directors of the Corporation on February 1, 2002, and approved by its
shareholders on May 3, 2002 in order to terminate the outstanding shares of the
Strong Investors Money Fund in connection with a reorganization effected
pursuant to the terms of the Agreement and Plan of Reorganization between the
Corporation and the Strong Money Market Fund, Inc., attached hereto as Exhibit A
("Agreement").
"1. Paragraph A of Article IV is hereby amended by deleting Paragraph A
thereof and inserting the following as a new paragraph:
`A. The Corporation shall have the authority to issue an indefinite number
of shares of Common Stock with a par value of $.00001 per share. Subject to the
following paragraph the authorized shares are classified as follows:
CLASS SERIES AUTHORIZED NUMBER OF SHARES
Strong Heritage Money Fund Investor Indefinite
Advisor Indefinite
Institutional Indefinite'"
2. Article IV of the Amended and Restated Articles of Incorporation is
hereby amended by adding a new paragraph, labeled Paragraph J, and inserting the
following language:
"J. On the Closing Date (as defined in the Agreement), each outstanding
share of Common Stock of the Strong Investors Money Fund shall be deemed
canceled and restored to the status of authorized but unissued shares, and shall
be automatically converted into the right to receive Strong Money Market Fund
shares in accordance with the terms of the Agreement. Certificates representing
shares of the Strong Investors Money Fund shall be surrendered at the time and
in the manner set forth in the Agreement. Any such certificates that remain
outstanding on the Closing Date shall be deemed to be automatically canceled,
and shares represented by such certificates shall be restored to the status of
authorized but unissued shares, and shall be automatically converted as noted
above."
Executed in duplicate this ______ day of _________, 2002.
STRONG HERITAGE RESERVE SERIES, INC.
By:__________________________
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Secretary
This instrument was drafted by:
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Strong Capital Management, Inc.
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