EXHIBIT (4)
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION is dated as of May [ ], 2001 (the
"Agreement"), by and between Strong Discovery Fund, Inc., a Wisconsin
corporation (the "Selling Fund"), and Strong Equity Funds, Inc., a Wisconsin
corporation (the "Acquiring Corporation"), on behalf of its series, the Strong
Enterprise Fund (the "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 Fund and the Acquiring Corporation are each an open-end
management investment company registered under the Investment Company Act of
1940 (the "1940 Act").
B. The Boards of Directors of the Funds have determined that the
Reorganization (as defined below) is in the best interests 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 (the "Code"). In consideration of the
mutual premises contained in this Agreement, the parties hereto agree to effect
the transfer of all of the assets of the Selling Fund solely in exchange for (a)
the assumption by the Acquiring Fund of certain stated liabilities of the
Selling Fund and (b) shares of the Acquiring Fund followed by the distribution,
at the Effective Time (as defined in Section 9 of this Agreement), of such
shares of the Acquiring Fund to the shareholders of the Selling Fund on the
terms and conditions in this Agreement in liquidation of the Selling Fund (the
"Reorganization"). The shares of the Acquiring Fund that are given 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." For
purposes of this Agreement, the term "Acquiring Fund Shares" refers only to the
Investor Class Shares of the Acquiring Fund.
AGREEMENTS
The parties to this Agreement covenant and agree as follows:
1. Plan of Reorganization. At the Effective Time, 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 the stated liabilities
as set forth in a statement of assets and liabilities, to be prepared as of the
Effective Time (the "Statement of Assets and 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 delivery to the Selling
Fund by the Acquiring Fund of a number of its Acquiring Fund Shares (both full
and
fractional) equivalent in value to the Selling Fund Shares of the Selling Fund
outstanding immediately prior to the Effective Time. The assets and stated
liabilities of the Selling Fund, as set forth in the Statement of Assets and
Liabilities, 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 and are stated in the
Statement of Assets and Liabilities, 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 Dissolution of the Selling Fund. At the Effective Time,
the Selling Fund will liquidate and the Acquiring Fund Shares (both full and
fractional) received by the Selling Fund will be distributed to the shareholders
of record of the Selling Fund as of the Effective Time in exchange for Selling
Fund Shares and in complete liquidation of the Selling Fund. Each Selling Fund
shareholder shall also 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. Each shareholder of the Selling Fund will
receive a number of Acquiring Fund Shares equal in value to the Selling Fund
Shares held by that shareholder. This liquidation and distribution 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 then be
cancelled on the books of the Selling Fund.
4. Representations and Warranties of the Acquiring Fund. The Acquiring
Fund represents and warrants to the Selling Fund as follows:
(a) 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
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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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
5. Representations and Warranties of the Selling Fund. The Selling Fund
represents and warrants to the Acquiring Fund as follows:
(a) 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.
(b) 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.
(c) 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
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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.
(d) 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.
(e) 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.
6. Conditions Precedent to Obligations of the Acquiring Fund. The
obligations of the Acquiring Fund under this Agreement shall be subject to the
following conditions:
(a) 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.
(b) The Acquiring Corporation shall have received an opinion of Xxxxxxx &
Xxxx, 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:
(1) the Selling Fund is a corporation duly organized, validly existing and
in good standing under the laws of the State of Wisconsin;
(2) 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;
(3) this Agreement has been duly authorized, executed and delivered by the
Selling Fund and represents a valid and binding contract of the Selling Fund,
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;
(4) 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 Fund or any material agreement known to such counsel
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to which the Selling Fund is a party or by which it is bound;
(5) 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 Selling Fund 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, the rules and regulations under those
statutes and such as may be required under state securities laws, rules and
regulations; and
(6) the Selling Fund 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
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 Selling Fund with certain officers of the Selling Fund 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 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 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, Xxxxxxx & Xxxx, S.C. may rely upon officers'
certificates and certificates of public officials.
7. Conditions Precedent to Obligations of the Selling Fund. The
obligations of the Selling Fund under this Agreement shall be subject to the
following conditions:
(a) 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.
(b) The Selling Fund shall have received an opinion of Xxxxxxx & Xxxx,
S.C., counsel to both Funds, regarding the transaction, in form reasonably
satisfactory to the Selling Fund, and dated as of the Effective Time, to the
effect that:
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(1) the Acquiring Corporation is a corporation duly organized, validly
existing and in good standing under the laws of the State of Wisconsin;
(2) the shares of the Acquiring Fund issued and outstanding at the
Effective Time are duly authorized and validly issued, fully paid and non-
assessable by the Acquiring Corporation, except to the extent provided in
Section 180.0622(2)(b) of the Wisconsin Statutes, 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 by the Acquiring Corporation,
except to the extent provided in Section 180.0622(2)(b) of the Wisconsin
Statutes, 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 By-laws and otherwise to such counsel's knowledge;
(3) 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;
(4) 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;
(5) 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;
(6) to the knowledge of such counsel no consent, approval, authorization,
or order of any court or governmental authority is required for the consummation
by Acquiring Fund of the transactions contemplated by this Agreement, except
such as have been obtained under the 0000 Xxx, xxxxx securities laws, the 1940
Act, and the rules and regulations under those statutes and such as may be
required under state securities laws, rules and regulations; and
(7) 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
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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 Fund and its Board of Directors and
officers.
In giving such opinion, Xxxxxxx & Xxxx, S.C. may rely upon officers'
certificates and certificates of public officials.
8. 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:
(a) 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.
(b) 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.
(c) 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.
(d) The Selling Fund and Acquiring Fund shall have received on or before
the Effective Time an opinion of Xxxxxx, Xxxxx & 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:
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1. 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;
2. 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;
3. 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;
4. 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;
5. 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;
6. 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;
7. 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
8. 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.
(e) A vote approving this Agreement and the Reorganization contemplated by
this Agreement shall have been adopted by at least a majority of the outstanding
shares of the Selling Fund, as required under the Wisconsin Statutes, entitled
to vote at an annual or special meeting.
(f) 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
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Effective Time in exchange for the assets of the Selling Fund pursuant to the
terms and provisions of this Agreement.
(g) Neither the Selling Fund nor the Acquiring Fund (nor the Acquiring
Corporation) will take any action or cause any action to be taken that is
inconsistent with the treatment of the Reorganization as a reorganization within
the meaning of Section 368(a) of the Code or results in the failure of the
transaction to qualify as a reorganization with the meaning of Section 368(a) of
the Code. At or prior to the Effective Time, the parties (including the
Acquiring Corporation) will take such action, or cause such action to be taken,
as is reasonably necessary to enable Xxxxxx, Xxxxx & Xxxxxxx LLP to deliver the
tax opinion contemplated in this Agreement.
9. 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 on August 31, 2001], or at such other time and date as
fixed by the mutual consent of the parties (the "Effective Time").
10. 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 Selling Fund, respectively, or at the
discretion of any duly authorized officer of such 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 or Acquiring Corporation, or their
respective Boards of Directors or officers.
11. 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 or any Vice President of the waiving party with or
without the approval of the party's shareholders).
12. Indemnification.
(a) 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 of its representations, warranties, covenants or
agreements set forth in this Agreement.
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(b) 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 any of its representations, warranties, covenants or agreements set forth
in this Agreement.
13. 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.
14. Headings, Counterparts, Assignment.
(a) The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
(c) 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.
15. 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.
16. 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.
17. Binding Nature of Agreement. As provided in the Selling Fund's and
Acquiring Corporation's By-laws, as amended and supplemented to date, this
Agreement was executed by the undersigned officers 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 Corporation. Moreover, no class or
series of the Selling Fund and Acquiring
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Corporation shall be liable for the obligations of any other classes or series
of the Selling Fund and Acquiring Corporation, respectively.
18. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Wisconsin.
STRONG DISCOVERY FUND, INC.
By ___________________________________
Name:
Title: Vice President
STRONG EQUITY FUNDS, INC.
on behalf of
STRONG ENTERPRISE FUND
By ___________________________________
Name:
Title: Vice President
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