AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of October 20, 2023, between
XXXXXXXXX XXXXXX CALIFORNIA MUNICIPAL FUND INC., a Maryland corporation (“Acquired Fund”), and XXXXXXXXX XXXXXX MUNICIPAL FUND INC., also a Maryland corporation (“Acquiring Fund”)
(each, a “Fund”).
The Funds wish to effect a reorganization described in section 368(a)(1) of the Internal Revenue Code of 1986, as amended (“Code”), and intend this Agreement to be, and adopt it as, a “plan of reorganization” within the meaning of the regulations under the Code (“Regulations”). The reorganization
will consist of (1) the transfer of Acquired Fund’s assets to Acquiring Fund in exchange solely for the issuance to Acquired Fund of shares of Acquiring Fund’s common and preferred stock (and, under certain circumstances, Acquiring Fund’s delivery to
Acquired Fund of cash in lieu of fractional shares of common stock) and Acquiring Fund’s assumption of Acquired Fund’s liabilities, (2) the distribution of such shares (and cash, if applicable) to Acquired Fund’s stockholders in liquidation thereof,
and (3) Acquired Fund’s dissolution, all on the terms and conditions set forth herein (collectively, the “Reorganization”).
The Acquiring Fund may also enter into an Agreement and Plan of Reorganization with Xxxxxxxxx Xxxxxx New York Municipal Fund Inc., a
Maryland corporation (“Other Acquired Fund”), containing substantially the same terms as herein, regarding the reorganization of that entity with and into the Acquiring Fund (“Other
Reorganization”). The consummation of the Reorganization is not contingent on the consummation of the Other Reorganization.
Each Fund’s Board of Directors (each, a “Board”), including all the members thereof who are not
“interested persons” (as such term is defined in the Investment Company Act of 1940, as amended (“1940 Act”)) thereof, (1) has duly adopted and approved this Agreement and the transactions contemplated hereby
and (2) has determined that participation in the Reorganization is in the best interests of its Fund and that the interests of the existing stockholders thereof will not be diluted as a result of the Reorganization.
Acquired Fund’s capital stock is divided into one class of common stock (“Acquired Fund Common Stock”)
and one series of variable rate municipal term preferred shares, designated Series A (“Acquired Fund Preferred Stock,”) (collectively, “Acquired Fund Stock”). Acquiring
Fund’s capital stock is divided into one class of common stock (“Acquiring Fund Common Stock”) and one series of variable rate municipal term preferred shares (“VMTPS”),
also designated Series A. If the Reorganization is approved by the Funds’ stockholders, Acquiring Fund shall, effective no later than the Effective Time (as defined in paragraph 3.1), issue additional Series
A VMTPS or an additional class of VMTPS, designated Series B (together, the “Acquiring Fund Preferred Stock”) (collectively, “Acquiring Fund Stock”).
In consideration of the mutual promises contained herein, the parties agree as follows:
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1.
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PLAN OF REORGANIZATION
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1.1. Subject to the requisite approval of the Funds’ stockholders and the terms and conditions set forth herein, Acquired Fund shall assign, sell, convey, transfer, and deliver all of its
assets described in paragraph 1.2 (“Assets”) to Acquiring Fund. In exchange therefor, Acquiring Fund
shall --
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(a) issue and deliver to Acquired Fund the number of full and, except as otherwise provided in paragraph 1.7, fractional shares of Acquiring Fund
Common Stock, rounded to the third decimal place (or cash in lieu thereof), determined by dividing Acquired Fund’s net value (computed as set forth in paragraph 2.1) attributable to the Acquired
Fund Common Stock by the net asset value (“NAV”) (computed as set forth in paragraph 2.2) of a share of Acquiring Fund Common Stock,
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(b) issue and deliver to Acquired Fund the number of full shares of (1) Acquiring Fund Preferred Stock equal to the number of full shares of Acquired Fund Preferred Stock then outstanding, and
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(c) assume all of Acquired Fund’s liabilities described in paragraph 1.3 (“Liabilities”).
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Such transactions shall take place at the Closing (as defined in paragraph 3.1).
1.2. The Assets shall consist of all assets and property ‑‑ including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims
and rights of action, rights to register stock under applicable securities laws, books and records, and deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Acquired Fund’s books ‑‑ Acquired Fund owns at
the Valuation Time (as defined in paragraph 2.1).
1.3. The Liabilities shall consist of all of Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or
otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Valuation Time, and whether or not specifically referred to in this Agreement, excluding Reorganization Expenses (as defined in paragraph 4.3.9) borne by Acquiring Fund and/or the Other Acquired Fund pursuant to paragraph 7.2. Notwithstanding the foregoing, Acquired Fund agrees to use its best efforts to discharge all
its known Liabilities before the Effective Time.
1.4. If the dividends and/or other distributions Acquired Fund previously paid through the Effective Time for its current taxable year do not equal or exceed the sum of (a) its “investment company taxable
income” (within the meaning of section 852(b)(2) of the Code), computed without regard to any deduction for dividends paid, plus (b) its “net capital gain” (as defined in section 1222(11) of the Code), after reduction by any capital loss
carryforward, plus (c) the excess of (1) its interest income excludable from gross income under section 103(a) over (2) its deductions disallowed under sections 171(a)(2) and 265, for that year through that time, then at or as soon as practicable
before that time, then at or immediately before the Valuation Time the Fund shall declare and pay (i) to the holders of its common stock one or more dividends and/or other distributions in an amount large enough so that, together with such previous
distributions and the dividends described in (ii) below, it will have distributed substantially all (and in any event not less than 98% of its “ordinary income” plus 98.2% of its “capital gain net income,” as those terms
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are defined in section 4982(e)(1) and (2), respectively) of such sum and (ii) to the holders of its preferred stock all accumulated due and
unpaid dividends for all federal income tax periods ending at or before Effective Time, and, in the case of the Acquired Fund, treating its current taxable year as ending at that time, such that the Fund will have no tax liability under sections
852 or 4982 for the current or any prior tax periods.
1.5. At the Effective Time (or as soon thereafter as is reasonably practicable), Acquired Fund shall distribute the Acquiring Fund Stock (and, to the extent
provided in paragraph 1.7, cash) it receives pursuant to paragraph 1.1(a) to its stockholders of record, determined at the Effective Time (each a “Stockholder”), in proportion to their Acquired Fund Stock then so held and in constructive exchange therefor, and shall completely liquidate. Such distribution shall be accomplished by Acquiring Fund’s transfer agent (“Transfer
Agent”) opening accounts on Acquiring Fund’s stockholder records in the names of the Stockholders (except Stockholders in whose names accounts thereon already exist) and crediting each Stockholder’s newly opened or pre-existing account
with the respective pro rata number of shares of Acquiring Fund Stock due such Stockholder. All outstanding Acquired Fund Stock, including any represented by certificates, shall simultaneously be canceled
on Acquired Fund’s stockholder records. Acquiring Fund shall not issue certificates representing the Acquiring Fund Stock issued in connection with the Reorganization.
1.6. Promptly after the Funds’ stockholders approve this Agreement, Acquiring Fund shall file with the Department of Assessments and Taxation of the State of Maryland (“Department”)
articles supplementary complying with section 2-208 of the Maryland General Corporation Law (Titles 1-3 of the Corporations and Associations Article of the Maryland Code) regarding the issuance of the Acquiring Fund Stock (“Articles Supplementary”).
1.7. If, but for this paragraph, fractional shares of Acquiring Fund Common Stock would be delivered to Acquired Fund pursuant to paragraph 1.1(a) and thus distributed to the Stockholders pursuant to
paragraph 1.5, such fractional shares (except the fractional share the agent for Acquired Fund’s distribution reinvestment plan (“Plan Agent”) is entitled to receive) (“Non-deliverable
Fractional Shares”) shall not be delivered to Acquired Fund and instead either (a) the Transfer Agent shall aggregate all the Non-deliverable Fractional Shares, sell them on the NYSE American, deliver the cash proceeds thereof (net of
transaction costs) to Acquired Fund pursuant to paragraph 1.1(a), and distribute such net proceeds to the Stockholders other than the Plan Agent, on Acquired Fund’s behalf, in proportion to the fractional shares they otherwise would have been
entitled to receive pursuant to paragraph 1.5, or (b) Acquiring Fund shall purchase the Non-deliverable Fractional Shares at the NAV per full share of Acquiring Fund Common Stock at the Valuation Time, and the Transfer Agent shall distribute the
proceeds thereof to such Stockholders, on Acquiring Fund’s behalf, in such proportion.
1.8. As soon as reasonably practicable after distribution of the Acquiring Fund Stock pursuant to paragraph 1.5 and cash in lieu of Non-deliverable Fractional Shares pursuant to paragraph 1.7, but in all
events within six months after the Effective Time, Acquired Fund shall be dissolved and any further actions shall be taken in connection therewith as required by applicable law.
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1.9. Any reporting responsibility of Acquired Fund to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange
Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and
including the date on which it is dissolved.
1.10. Any transfer taxes payable on issuance of Acquiring Fund Stock in a name other than that of the registered holder on Acquired Fund’s stockholder records of the Acquired Fund Stock actually or
constructively exchanged therefor shall be paid by the person to whom such Acquiring Fund Stock is to be issued, as a condition of such transfer.
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2.
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VALUATION
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2.1. For purposes of paragraph 1.1(a), Acquired Fund’s net value shall be (a) the value of the Assets computed immediately after the close of regular trading on the New York Stock Exchange (“NYSE”) on the day of the Closing (“Valuation Time”), using the valuation procedures adopted by its Board, less (b) the amount of the Liabilities at the Valuation Time.
2.2. For purposes of paragraph 1.1(a), the NAV of a share of Acquiring Fund Common Stock shall be computed at the Valuation Time, using the valuation procedures
adopted by Acquiring Fund’s Board.
2.3. All computations pursuant to paragraphs 2.1 and 2.2 shall be made by or under the direction of Xxxxxxxxx Xxxxxx Investment Advisers LLC (“Adviser”), in its
capacity as each Fund’s administrator.
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3.
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CLOSING AND EFFECTIVE TIME
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3.1. Unless the Funds agree otherwise, (a) the Reorganization, together with related acts necessary to consummate it (“Closing”), shall occur at the offices of
Adviser, on the later of (i) the date the Articles Supplementary are accepted for record by the Department or (ii) a later date specified in the Articles Supplementary not more than 30 days after they are so accepted (which later date must be a day
on which the NYSE is open for regular trading (“Business Day”)), and (b) all acts taking place at the Closing shall be deemed to take place simultaneously at 5:00 p.m., Eastern Time, on that date (“Effective Time”). If, immediately before the Valuation Time, (i) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”)
is closed to trading or trading thereon is restricted or (ii) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that accurate appraisal of Acquired Fund’s net value and/or the NAV of a share of Acquiring Fund Common
Stock is impracticable, the Valuation Time shall be postponed until the first Business Day after the day when such trading has been fully resumed and such reporting has been restored and the Effective Time shall be postponed until the following
Business Day.
3.2. Acquired Fund shall direct its custodian to deliver at the Closing a certificate (a) verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including
all portfolio securities, transferred by Acquired Fund to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to such information on Acquired Fund’s books immediately before the Closing and
(b) stating that (i) the
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Assets it holds will be transferred to Acquiring Fund at the Effective Time and (ii) all necessary taxes in conjunction with the delivery of the
Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made.
3.3. Acquired Fund shall deliver, or shall have its transfer agent deliver, to Acquiring Fund at the Closing a list of the Stockholders’ names and addresses, and the number of full and, in the case of the
Plan Agent, fractional outstanding shares of Acquired Fund Stock each Stockholder owns, at the Effective Time, certified by Acquired Fund’s Secretary or Assistant Secretary or by its transfer agent, as applicable. Acquiring Fund shall direct its
transfer agent to deliver at the Closing a certificate as to the opening of accounts in the Stockholders’ names on Acquiring Fund’s stockholder records. Acquiring Fund shall issue and deliver to Acquired Fund a confirmation, or other evidence
satisfactory to Acquired Fund, that the Acquiring Fund Stock to be credited to Acquired Fund at the Effective Time has been credited to Acquired Fund’s account on such records. At the Closing, each Fund shall deliver to the other bills of sale,
checks, assignments, stock certificates, receipts, or other documents the other Fund or its counsel reasonably requests.
3.4. Each Fund shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated the Effective
Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.
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4.
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REPRESENTATIONS AND WARRANTIES
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4.1. Acquired Fund represents and warrants to Acquiring Fund as follows:
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4.1.1. Acquired Fund (a) is a corporation that is duly organized, validly existing, and in good standing under the laws of the State of Maryland and
(b) has the power to own all its properties and assets and to carry on its business as described in documents filed with the Commission; and its Articles of Incorporation, as amended (“Charter”), are
on file with the Department;
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4.1.2. Acquired Fund is duly registered as a closed-end management investment company under the 1940 Act, such registration is in full force and
effect, and no proceeding has been instituted to suspend such registration;
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4.1.3. At the Effective Time, Acquired Fund will have good and marketable title to the Assets and full right, power, and authority to sell, assign,
transfer, and deliver the Assets free of any liens or other encumbrances (except securities that are subject to “securities loans,” as referred to in section 851(b)(2) of the Code, or that are restricted to resale by their terms), and on
delivery and payment for the Assets, Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including restrictions that might arise under the Securities Act of 1933, as
amended (“1933 Act”), except as previously disclosed in writing to and accepted by Acquiring Fund;
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4.1.4. Acquired Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment
policies and
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restrictions set forth in documents filed with the Commission, except as previously disclosed in writing to and accepted by Acquiring Fund;
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4.1.5. Acquired Fund is not currently engaged in, and its execution, delivery, and performance of this Agreement and consummation of the
Reorganization will not result in, (1) a material violation of any provision of Maryland law, its Charter or By-Laws, or any agreement, indenture, instrument, contract, lease, or other undertaking (each, an “Undertaking”)
to which it is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, or decree to which it is a party or by which it is bound;
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4.1.6. All material contracts and other commitments of or applicable to Acquired Fund (other than this Agreement and certain investment contracts,
including options, futures, and forward contracts) will terminate, or provision for discharge of any liabilities of Acquired Fund thereunder will be made, at or before the Effective Time, without either Fund’s incurring any liability or
penalty with respect thereto and without diminishing or releasing any rights Acquired Fund may have had with respect to actions taken or omitted or to be taken by any other party thereto before the Closing;
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4.1.7. Except as previously disclosed in writing to and accepted by Acquiring Fund, (a) no litigation, administrative proceeding, action, or
investigation of or before any court, governmental body, or arbitrator is presently pending or, to Acquired Fund’s knowledge, threatened against Acquired Fund or any of its properties or assets that, if adversely determined, would
materially and adversely affect its financial condition or the conduct of its business, and (b) Acquired Fund knows of no facts that might form the basis for the institution of any such litigation, proceeding, or investigation and is not a
party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially or adversely affects its business or its ability to consummate the transactions contemplated hereby;
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4.1.8. The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of
Acquired Fund’s Board, which has made the determinations required by Rule 17a-8(a) under the 1940 Act; and this Agreement constitutes a valid and legally binding obligation of Acquired Fund, enforceable in accordance with its terms, subject
to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;
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4.1.9. No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as
amended, or the 1940 Act (collectively, “Federal Securities Laws”) or state securities laws, and no authorizations, consents, or orders of any court are required, for Acquired Fund’s execution or
performance of this Agreement, except for (a) Acquiring Fund’s filing with the Commission of a registration statement on Form N-14 relating to the Acquiring Fund Stock issuable hereunder, and any supplement or amendment thereto (“Registration Statement”), including therein a prospectus and proxy statement (“Prospectus/Proxy
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Statement”), and (b) consents, approvals, authorizations, and filings that have been made or received or may be required after
the Effective Time;
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4.1.10. On the effective date of the Registration Statement, at the time of the Stockholders Meeting (as
defined in paragraph 6.1), and at the Effective Time, the Prospectus/Proxy Statement will (a) comply in all material respects with the applicable provisions of the Federal Securities Laws and the rules and regulations thereunder and (b) not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading;
provided that the foregoing shall not apply to statements in or omissions from the Prospectus/Proxy Statement made in reliance on and in conformity with information furnished by Acquiring Fund for use therein;
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4.1.11. Acquired Fund incurred the Liabilities in the ordinary course of its business; and there are no Liabilities other than those disclosed or
provided for in Acquired Fund’s financial statements referred to in paragraph 4.1.19 and Liabilities incurred by Acquired Fund in the ordinary course of its business subsequent to October 31, 2022, none of which has been materially adverse
to the business, assets, or results of its operations;
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4.1.12. For each taxable year of its operation (including the taxable year ending at the Effective Time), Acquired Fund has met (or for its current
taxable year will meet) the requirements of Subchapter M of Chapter 1 of the Code (“Subchapter M”) for qualification as a regulated investment company (“RIC”)
and has been (or for such year will be) eligible to and has computed (or for such year will compute) its federal income tax under section 852 of the Code; from the time Acquired Fund’s Board approved the transactions contemplated hereby (“Approval Time”) through the Effective Time, Acquired Fund has invested and will invest its assets in a manner that ensures its compliance with the foregoing and paragraph 4.1.13; from the time it commenced operations through the Effective Time, Acquired Fund has conducted and will conduct its “historic business” (within the meaning of section
1.368-1(d)(2) of the Regulations) in a substantially unchanged manner; from the Approval Time through the Effective Time, Acquired Fund (1) has not disposed of and/or acquired, and will
not dispose of and/or acquire, any assets (a) for the purpose of satisfying Acquiring Fund’s investment objectives or policies or (b) for any other reason except in the ordinary course of its business as a RIC and (2) has not otherwise
changed, and will not otherwise change, its historic investment policies; Acquired Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it; and Acquired Fund has not at
any time since its inception been liable for, and is not now liable for, any material tax pursuant to sections 852 or 4982 of the Code, except as previously disclosed in writing to and accepted by Acquiring Fund;
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4.1.13. Acquired Fund is in the same line of business as Acquiring Fund is in, for purposes of section 1.368-1(d)(2) of the Regulations, and did not
enter into such line of business as part of the plan of reorganization;
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4.1.14. At the Effective Time, at least 33⅓% of Acquired Fund’s portfolio assets will meet Acquiring Fund’s investment objectives, strategies,
policies, risks, and restrictions, and Acquired Fund did not alter and will not alter its portfolio in connection with the Reorganization to meet such 33⅓% threshold;
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4.1.15. To the best of Acquired Fund’s management’s knowledge, at the record date for Acquired Fund’s stockholders entitled to vote on approval of
this Agreement, there was no plan or intention by its stockholders to sell, exchange, or otherwise dispose of a number of shares of Acquired Fund Stock (or Acquiring Fund Stock to be received in the Reorganization), in connection with the
Reorganization, that would reduce their ownership of the Acquired Fund Stock (or the equivalent Acquiring Fund Stock) to a number of shares that was less than 50% of the number of shares of Acquired Fund Stock at such date;
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4.1.16. Acquired Fund is not under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A) of the Code);
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4.1.17. During the five-year period ending at the Effective Time, (a) neither Acquired Fund nor any person “related” (as defined in section
1.368-1(e)(3) of the Regulations) (“Related”) to it will have acquired Acquired Fund Stock, either directly or through any transaction, agreement, or arrangement with any other person, with
consideration other than Acquiring Fund Stock or Acquired Fund Stock, and (b) no distributions will have been made with respect to Acquired Fund Stock, other than normal, regular dividend distributions made pursuant to Acquired Fund’s
historic dividend-paying practice and other distributions that qualify for the deduction for dividends paid (within the meaning of section 561 of the Code) referred to in sections 852(a)(1) and 4982(c)(1)(A) of the Code;
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4.1.18. By the Effective Time, Acquired Fund shall have duly and timely filed all federal, state, local, and foreign tax returns required by law to
have been filed by such date (giving effect to properly and timely filed extensions of time to file); Acquired Fund has timely paid all taxes payable pursuant to such filed returns except for amounts that alone or in the aggregate would not
reasonably be expected to have a material adverse effect; and Acquired Fund is in compliance in all material respects with applicable Regulations pertaining to the reporting of, and withholding in respect of, distributions on its stock and
is not liable for any material penalties that could be imposed thereunder;
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4.1.19. The financial statements (collectively, “Statements”) of Acquired Fund at and for the fiscal year (in
the case of the last Statement of Changes in Net Assets, for the two fiscal years) ended October 31, 2022, have been audited by Xxxxx & Young LLP, an independent registered public accounting firm (“E&Y”),
and are in accordance with generally accepted accounting principles (“GAAP”), and copies thereof have been delivered to Acquiring Fund; to Acquired Fund’s management’s best knowledge and belief, there
are no known contingent liabilities of Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP consistently applied at such date that are not disclosed therein; and such Statements
present fairly, in all material respects, Acquired Fund’s financial condition at such date in accordance with
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GAAP consistently applied and the results of its operations and changes in its net assets for the period then ended;
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4.1.20. Since October 31, 2022, there has not been any material adverse change in Acquired Fund’s financial condition, assets, liabilities, or
business, other than changes occurring in the ordinary course of business, or any incurrence by Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as previously disclosed in
writing to and accepted by Acquiring Fund; for purposes of this representation, a decline in NAV per share of Acquired Fund Stock due to declines in market values of securities Acquired Fund holds or the discharge of its liabilities shall
not constitute a material adverse change;
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4.1.21. All issued and outstanding Acquired Fund Stock is, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and
non-assessable by Acquired Fund and has been offered and sold in every state and the District of Columbia, as applicable, in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities
laws; all issued and outstanding Acquired Fund Stock will, at the Effective Time, be held by the persons and in the amounts set forth on Acquired Fund’s stockholder records, as provided in paragraph 3.3; and Acquired Fund does not have
outstanding any options, warrants, or other rights to subscribe for or purchase any Acquired Fund Stock, nor are there outstanding any securities convertible into any Acquired Fund Stock;
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4.1.22. Not more than 25% of the value of Acquired Fund’s total assets (excluding cash, cash items, and U.S. government securities) is invested in the
stock and securities of any one issuer, and not more than 50% of the value of such assets is invested in the stock and securities of five or fewer issuers; and
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4.1.23. No registration of any Asset under the 1933 Act or any state securities or blue sky laws would be required if it was, at the Effective Time,
the subject of a public distribution by either Fund, except as previously disclosed in writing to and accepted by Acquiring Fund.
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4.2. Acquiring Fund represents and warrants to Acquired Fund as follows:
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4.2.1. Acquiring Fund (a) is a corporation that is duly organized, validly existing, and in good standing under the laws of the State of Maryland and
(b) has the power to own all its properties and assets and to carry on its business as described in documents filed with the Commission; and its Charter is on file with the Department;
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4.2.2. Acquiring Fund is duly registered as a closed-end management investment company under the 1940 Act, such registration is in full force and
effect, and no proceeding has been instituted to suspend such registration;
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4.2.3. No consideration other than Acquiring Fund Stock (and cash in lieu of fractional shares and Acquiring Fund’s assumption of the Liabilities)
will be issued in exchange for the Assets in the Reorganization;
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4.2.4. The Acquiring Fund Stock to be issued and delivered to Acquired Fund hereunder will, at the Effective Time, have been duly authorized by
Acquiring Fund and, when issued and delivered as provided herein (including the receipt of consideration in exchange therefor not less than its par value), will be duly and validly issued and outstanding stock of Acquiring Fund, fully paid
and non-assessable by Acquiring Fund;
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4.2.5. Acquiring Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment
policies and restrictions set forth in documents filed with the Commission, except as previously disclosed in writing to and accepted by Acquired Fund;
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4.2.6. Acquiring Fund is not currently engaged in, and its execution, delivery, and performance of this Agreement will not result in, (1) a material
violation of any provision of Maryland law, its Charter or By-Laws, or any Undertaking to which it is a party or by which it is bound or (2) the acceleration of any obligation, or the imposition of any penalty, under any Undertaking,
judgment, or decree to which it is a party or by which it is bound;
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4.2.7. Except as previously disclosed in writing to and accepted by Acquired Fund, (a) no litigation, administrative proceeding, action, or
investigation of or before any court, governmental body, or arbitrator is presently pending or, to Acquiring Fund’s knowledge, threatened against it or any of its properties or assets that, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its business, and (b) Acquiring Fund knows of no facts that might form the basis for the institution of any such litigation, proceeding, or investigation and is not a party to or
subject to the provisions of any order, decree, or judgment of any court or governmental body that materially or adversely affects its business or its ability to consummate the transactions contemplated hereby;
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4.2.8. The execution, delivery, and performance of this Agreement have been duly authorized at the date hereof by all necessary action on the part of
Acquiring Fund’s Board, which has made the determinations required by Rule 17a-8(a) under the 1940 Act; and this Agreement constitutes a valid and legally binding obligation of Acquiring Fund, enforceable in accordance with its terms,
subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;
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4.2.9. No governmental consents, approvals, authorizations, or filings are required under the Federal Securities Laws or state securities laws, and no
authorizations, consents, or orders of any court are required, for Acquiring Fund’s execution or performance of this Agreement, except for (a) the filing of the Registration Statement with the Commission and (b) such consents, approvals,
authorizations, and filings as have been made or received or as may be required subsequent to the Effective Time;
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4.2.10. On the effective date of the Registration Statement, at the time of the Stockholders Meeting, and at the Effective Time, the Prospectus/Proxy
Statement will (a) comply in all material respects with the applicable provisions of the Federal Securities Laws and the rules and regulations thereunder and (b) not contain any untrue statement of
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a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
such statements were made, not misleading; provided that the foregoing shall not apply to statements in or omissions from the Prospectus/Proxy Statement made in reliance on and in conformity with information furnished by Acquired Fund for
use therein;
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4.2.11. For each taxable year of its operation (including the taxable year in which the Effective Time occurs), Acquiring Fund has met (or for its
current taxable year will meet) the requirements of Subchapter M for qualification as a RIC and has been (or for such year will be) eligible to and has computed (or for such year will compute) its federal income tax under section 852 of the
Code; Acquiring Fund intends to continue to meet all such requirements for the next taxable year; Acquiring Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it; and
Acquiring Fund has not at any time since its inception been liable for, and is not now liable for, any material tax pursuant to sections 852 or 4982 of the Code, except as previously disclosed in writing to and accepted by Acquired Fund;
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4.2.12. Following the Reorganization, Acquiring Fund (a) will continue Acquired Fund’s “historic business” (within the meaning of
section 1.368-1(d)(2) of the Regulations) and (b) will use a significant portion of Acquired Fund’s “historic business assets” (within the meaning of section 1.368-1(d)(3) of the Regulations) in a business; moreover, Acquiring Fund (c) has
no plan or intention to sell or otherwise dispose of any of the Assets, except for dispositions made in the ordinary course of such business and dispositions necessary to maintain its status as a RIC, and (d) expects to retain substantially
all the Assets in the same form as it receives them in the Reorganization, unless and until subsequent investment circumstances suggest the desirability of change or it becomes necessary to make dispositions thereof to maintain such status;
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4.2.13. Acquiring Fund is in the same line of business as Acquired Fund was in preceding the Reorganization, for purposes of section 1.368-1(d)(2) of
the Regulations, and did not enter into such line of business as part of the plan of reorganization; following the Reorganization, Acquiring Fund will continue, and has no intention to change, such line of business; and at the Effective
Time, (1) at least 33⅓% of Acquired Fund’s portfolio assets will meet Acquiring Fund’s investment objectives, strategies, policies, risks, and restrictions and (2) Acquiring Fund has no plan or intention to change any of its investment
objectives, strategies, policies, risks, or restrictions after the Reorganization;
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4.2.14. There is no plan or intention for Acquiring Fund to be dissolved or merged into another corporation or a business or statutory trust or any
“fund” thereof (as defined in section 851(g)(2) of the Code) following the Reorganization;
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4.2.15. During the five-year period ending at the Effective Time, neither Acquiring Fund nor any person Related to it will have acquired Acquired Fund
Stock with consideration other than Acquiring Fund Stock;
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4.2.16. By the Effective Time, Acquiring Fund shall have duly and timely filed all federal, state, local, and foreign tax returns required by law to
have been filed by such date
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(giving effect to properly and timely filed extensions of time to file); Acquiring Fund has timely paid all taxes payable pursuant to such filed returns except for
amounts that alone or in the aggregate would not reasonably be expected to have a material adverse effect; and Acquiring Fund is in compliance in all material respects with applicable Regulations pertaining to the reporting of, and
withholding in respect of, distributions on its stock and is not liable for any material penalties that could be imposed thereunder;
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4.2.17. Acquiring Fund’s Statements at and for the fiscal year (in the case of its Statement of Changes in Net Assets, for the two fiscal years) ended
October 31, 2022, have been audited by E&Y, and copies thereof have been delivered to Acquired Fund; to Acquiring Fund’s management’s best knowledge and belief, there are no known contingent liabilities of Acquiring Fund required to be
reflected on a balance sheet (including the notes thereto) in accordance with GAAP consistently applied at such date that are not disclosed therein; and such Statements present fairly, in all material respects, Acquiring Fund’s financial
condition at such date in accordance with GAAP consistently applied and the results of its operations and changes in its net assets for the period then ended;
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4.2.18. Since October 31, 2022, there has not been any material adverse change in Acquiring Fund’s financial condition, assets, liabilities, or
business, other than changes occurring in the ordinary course of business, or any incurrence by Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as previously disclosed in
writing to and accepted by Acquired Fund; for purposes of this representation, a decline in NAV per share of Acquiring Fund Stock due to declines in market values of securities Acquiring Fund holds or the discharge of its liabilities shall
not constitute a material adverse change;
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4.2.19. Assuming the truthfulness and correctness of Acquired Fund’s representation and warranty in paragraph 4.1.22, immediately after the
Reorganization, (a) not more than 25% of the value of Acquiring Fund’s total assets (excluding cash, cash items, and U.S. government securities) will be invested in the stock and securities of any one issuer and (b) not more than 50% of the
value of such assets will be invested in the stock and securities of five or fewer issuers;
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4.2.20. Acquiring Fund does not directly or indirectly own, nor at the Effective Time will it directly or indirectly own, nor has it directly or
indirectly owned at any time during the past five years, any Acquired Fund Stock;
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4.2.21. Acquiring Fund has no plan or intention to issue additional Acquiring Fund Stock following the Reorganization except to the agent for its
distribution reinvestment plan and in connection with the Other Reorganization; nor does Acquiring Fund, or any person Related to it, have any plan or intention to acquire ‑‑ during the five-year period beginning at the Effective Time,
either directly or through any transaction, agreement, or arrangement with any other person ‑‑ with consideration other than Acquiring Fund Stock, any Acquiring Fund Stock issued to the Stockholders pursuant to the Reorganization; and
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4.2.22. All issued and outstanding Acquiring Fund Stock is, and at the Effective Time will be, duly and validly issued and outstanding, fully paid,
and non-assessable by
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Acquiring Fund and has been offered and sold in every state and the District of Columbia, as applicable, in compliance in all material respects with applicable
registration requirements of the 1933 Act and state securities laws; and Acquiring Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Stock, nor are there outstanding
any securities convertible into any Acquiring Fund Stock.
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4.3. Each Fund represents and warrants to the other Fund as follows:
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4.3.1. The fair market value of the Acquiring Fund Stock each Stockholder receives (together with cash in lieu of Non-deliverable Fractional Shares,
if any) will be approximately equal to the fair market value of its Acquired Fund Stock it actually or constructively surrenders in exchange therefor;
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4.3.2. Its management (a) is unaware of any plan or intention of Stockholders to sell or otherwise dispose of (1) any portion of their Acquired Fund
Stock before the Reorganization to any person Related to either Fund or (2) any portion of the Acquiring Fund Stock they receive in the Reorganization to any person Related to Acquiring Fund, (b) does not anticipate dispositions of such
Acquiring Fund Stock at the time of or soon after the Reorganization to exceed the usual rate and frequency of dispositions of shares of Acquired Fund Stock, and (c) expects that the percentage of stockholder interests, if any, that will be
disposed of as a result of or at the time of the Reorganization will be de minimis;
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4.3.3. The Stockholders will pay their own expenses (such as fees of personal investment or tax advisers for advice concerning the Reorganization), if
any, incurred in connection with the Reorganization;
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4.3.4. The fair market value of the Assets on a going concern basis will equal or exceed the Liabilities to be assumed by Acquiring Fund and those to
which the Assets are subject;
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4.3.5. There is no intercompany indebtedness between the Funds that was issued or acquired, or will be settled, at a discount;
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4.3.6. Pursuant to the Reorganization, Acquired Fund will transfer to Acquiring Fund, and Acquiring Fund will acquire, at least 90% of the fair market
value of the net assets, and at least 70% of the fair market value of the gross assets, Acquired Fund held immediately before the Reorganization; for the purposes of this representation, any amounts Acquired Fund uses to pay its
Reorganization expenses and to make redemptions and distributions immediately before the Reorganization (except regular, normal dividend distributions (a) made to conform to its policy of distributing all or substantially all of its income
and gains to avoid the obligation to pay federal income tax and/or the excise tax under section 4982 of the Code and (b) on its preferred stock) will be included as assets it held immediately before the Reorganization;
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4.3.7. None of the compensation received by any Stockholder who or that is an employee of or service provider to Acquired Fund will be separate
consideration for, or allocable to, any of the Acquired Fund Stock such Stockholder held; none of the Acquiring
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Fund Stock any such Stockholder receives will be separate consideration for, or allocable to, any employment agreement, investment advisory agreement, or other service
agreement; and the compensation paid to any such Stockholder will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm’s-length for similar services;
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4.3.8. Immediately after the Reorganization, the Stockholders will own stock constituting “control” (as defined in section 304(c) of the Code) of
Acquiring Fund;
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4.3.9. The Acquired Fund will not be reimbursed for any expenses incurred by it or on its behalf in connection with the Reorganization, and no
expenses will be paid or assumed by Acquiring Fund, Adviser, or any third party, unless such expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1
C.B. 187) (“Reorganization Expenses”), and no cash or property other than Acquiring Fund Stock will be transferred to Acquired Fund or any of its stockholders with the intention that such cash or
property be used to pay any expenses (even Reorganization Expenses) thereof; and
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4.3.10. The aggregate value of the acquisitions and distributions limited by paragraphs 4.1.17, 4.2.15, and 4.2.21 will not exceed 50% of the value
(without giving effect to such acquisitions and distributions) of the proprietary interest in Acquired Fund at the Effective Time.
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5.
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COVENANTS
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5.1. Each Fund covenants to operate its business in the ordinary course between the date hereof and the Closing, it being understood that:
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(a) such ordinary course will include declaring and paying customary dividends and other distributions and changes in operations contemplated by each
Fund’s normal business activities; and
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(b) each Fund will retain exclusive control of the composition of its portfolio until the Closing; provided that Acquired Fund shall not dispose of
more than an insignificant portion of its historic business assets (as defined in paragraph 4.2.12) during such period without Acquiring Fund’s prior consent, and the Funds shall coordinate their respective portfolios so that the transfer
of the Assets to Acquiring Fund will not cause it to fail to be in compliance with all of its investment policies and restrictions immediately after the Closing.
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5.2. Acquired Fund covenants that the Acquiring Fund Stock to be delivered hereunder is not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms hereof.
5.3. Acquired Fund covenants that it will assist Acquiring Fund in obtaining information Acquiring Fund reasonably requests concerning the beneficial ownership of Acquired Fund Stock.
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5.4. Acquired Fund covenants that its books and records (including all books and records required to be maintained under the 1940 Act and the rules and regulations thereunder) will be turned over to
Acquiring Fund at the Closing.
5.5. Each Fund covenants to cooperate in preparing the Prospectus/Proxy Statement in compliance with applicable federal securities laws.
5.6. Each Fund covenants that it will, from time to time, as and when requested by the other Fund, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will
take or cause to be taken all further action, the other Fund may deem necessary or desirable in order to vest in, and confirm to, (a) Acquiring Fund, title to and possession of all the Assets, and (b) Acquired Fund, title to and possession of the
Acquiring Fund Stock to be delivered hereunder, and otherwise to carry out the intent and purpose hereof.
5.7. Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and state securities laws it deems appropriate to continue its
operations after the Effective Time.
5.8. Acquiring Fund covenants to cause the Acquiring Fund Common Stock that will be issued hereunder to be listed on the NYSE American at the Effective Time.
5.9. Subject to this Agreement, each Fund covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate
the transactions contemplated hereby.
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6.
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CONDITIONS PRECEDENT
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Each Fund’s obligations hereunder shall be subject to (a) performance by the other Fund of all its obligations to be performed hereunder at
or before the Effective Time, (b) all representations and warranties of the other Fund contained herein being true and correct in all material respects at the date hereof and, except as they may be affected by the transactions contemplated hereby, at
the Effective Time, with the same force and effect as if made at the Effective Time, and (c) the following further conditions that, at or before the Effective Time:
6.1. This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards, and the Funds shall have called a joint special meeting of their stockholders to
consider and act on this Agreement and to take all other action necessary to obtain approval of the transactions contemplated hereby (“Stockholders Meeting”).
6.2. All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit
the parties to carry out the transactions contemplated hereby; the Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued, and, to each Fund’s best
knowledge, no investigation or proceeding for such purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act; the Commission shall not have issued an unfavorable report with respect to the
Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated
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hereby under section 25(c) of the 1940 Act; and all consents, orders, and permits of federal, state, and local regulatory authorities (including
the Commission and state securities authorities) either Fund deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a
risk of a material adverse effect on either Fund’s assets or properties, provided that either Fund may for itself waive any of such conditions.
6.3. At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Fund’s knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it
is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby.
6.4. The Funds shall have received an opinion of K&L Gates LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on (a) the representations and warranties made in this Agreement, which Counsel may treat as
representations and warranties made to it, and, if Counsel requests, in separate letters addressed to Counsel and (b) the certificates delivered pursuant to paragraph 3.4. The Tax Opinion shall be substantially to the effect that, based on the
facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes:
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6.4.1. Acquiring Fund’s acquisition of the Assets in exchange solely for Acquiring Fund Stock (and cash in lieu of Non-deliverable Fractional Shares)
and its assumption of the Liabilities, followed by Acquired Fund’s distribution of such stock pro rata to the Stockholders (and the distribution of any such cash to the Stockholders entitled
thereto) actually or constructively in exchange for their Acquired Fund Stock, in complete liquidation of Acquired Fund, will qualify as a “reorganization” (as defined in section 368(a)(1) of the Code), and each Fund will be “a party to a
reorganization” (within the meaning of section 368(b) of the Code);
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6.4.2. Acquired Fund will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Stock (and
cash in lieu of Non-deliverable Fractional Shares) and Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of such stock (and cash) to the Stockholders in exchange for their Acquired Fund Stock;
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6.4.3. Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Stock (and cash in lieu of
Non-deliverable Fractional Shares) and its assumption of the Liabilities;
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6.4.4. Acquiring Fund’s basis in each Asset will be the same as Acquired Fund’s basis therein immediately before the Reorganization, and Acquiring
Fund’s holding period for each Asset will include Acquired Fund’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period);
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6.4.5. A Stockholder will recognize no gain or loss on the exchange of all its Acquired Fund Stock solely for Acquiring Fund Stock pursuant to the
Reorganization, except to the extent the Stockholder receives cash in lieu of a Non-deliverable Fractional Share pursuant thereto; and
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6.4.6. A Stockholder’s aggregate basis in the Acquiring Fund Stock it receives in the Reorganization will be the same as the aggregate basis in its
Acquired Fund Stock it actually or constructively surrenders in exchange for such Acquiring Fund Stock less the basis in any fractional share of Acquired Fund Stock for which the Stockholder receives cash pursuant to the Reorganization; and
its holding period for such Acquiring Fund Stock will include, in each instance, its holding period for such Acquired Fund Stock, provided the Stockholder holds such Acquired Fund Stock as a capital asset at the Effective Time.
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Notwithstanding subparagraphs of this Section 6.4, including subparagraphs 6.4.2 and 6.4.4, the Tax Opinion may state that no opinion is expressed as to the
effect of the Reorganization on the Funds or any Stockholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or
transfer thereof) under a mark-to-market system of accounting and may assume that the Acquiring Fund Preferred Stock to be issued in the Reorganization will constitute equity of Acquiring Fund.
6.5. Acquiring Fund shall have filed with the Department articles supplementary describing the Acquiring Fund’s preferred stock to be issued pursuant to this Agreement.
6.6. At any time before the Closing, either Fund may waive any of the foregoing conditions (except those set forth in paragraphs 6.1, 6.4, and 6.5) if, in the judgment of its Board, such waiver will not have
a material adverse effect on its Fund’s stockholders’ interests.
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7.
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BROKERS AND EXPENSES
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7.1. Each 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.
7.2. Subject to complying with the representation and warranty contained in paragraph 4.3.9, all Reorganization Expenses (including fees and expenses associated with filing, printing, and mailing the
Registration Statement, soliciting proxies, tabulating votes, accounting, legal, and custodial fees and expenses, fees payable to governmental authorities for the registration or qualification of the Acquiring Fund Common Stock distributable
hereunder and all transfer agency costs related thereto) shall be borne by the Funds and the Other Acquired Fund in proportion to their respective net assets determined at the Valuation Time, provided that if the Closings of the Reorganization and
the Other Reorganization occur at different times, that determination will be made at the Valuation Time on the date of the first Closing. Notwithstanding the foregoing, expenses shall be paid by the Fund directly incurring them if and to the
extent that the payment thereof by another person would result in such Fund’s disqualification as a RIC or would prevent the Reorganization from qualifying as a tax-free reorganization.
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8.
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ENTIRE AGREEMENT; NO SURVIVAL
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Neither Fund has made any representation, warranty, or covenant not set forth herein, and this Agreement constitutes the entire agreement
between the parties. The representations, warranties, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing.
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9.
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TERMINATION
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This Agreement may be terminated at any time at or before the Effective Time:
9.1. By either Fund (a) in the event of the other Fund’s material breach of any representation, warranty, or covenant contained herein to be performed at or before the Effective Time, (b) if a condition to
its obligations has not been met and it reasonably appears that such condition will not or cannot be met, or (c) if the Closing has not occurred on or before November 30, 2023, or such other date as to which the Funds may agree; or
9.2. By the Funds’ mutual agreement.
In the event of termination under paragraphs 9.1(c) or 9.2, neither Fund (nor its directors, officers, or stockholders) shall have any liability to the other
Fund.
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10.
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AMENDMENT
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This Agreement may be amended, modified, or supplemented at any time in any manner mutually agreed on in writing by the Funds,
notwithstanding Acquired Fund’s stockholders’ approval thereof; provided that, following such approval no such amendment, modification, or supplement shall have a material adverse effect on the Stockholders’ interests.
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11.
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MISCELLANEOUS
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11.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland, without giving effect to principles of conflict of laws; provided that, in the case of
any conflict between such laws and the federal securities laws, the latter shall govern.
11.2. Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than the parties and their respective successors and assigns any
rights or remedies under or by reason of this Agreement.
11.3. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by
each Fund and delivered to the other Fund. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
11.4. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officers as
of the day and year first written above.
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XXXXXXXXX XXXXXX CALIFORNIA MUNICIPAL FUND INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
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XXXXXXXXX XXXXXX MUNICIPAL FUND INC. By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
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