[EXHIBIT NO. 1 TO COMBINED PROXY STATEMENT AND PROSPECTUS - AGREEMENT AND PLAN
OF REORGANIZATION]
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of
the 16th day of May, 1996, by and among the Leeb Personal Finance Investment
Trust, an Ohio business trust (the "Leeb Trust"), with its principal place of
business at 00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 for itself and
on behalf of its authorized series, the Leeb Personal Finance Fund (the
"Personal Finance Fund"), and the Accolade Funds, a Massachusetts business trust
(the "Accolade Trust"), with its principal place of business at 0000 Xxxxxxxxx
Xxxx, Xxx Xxxxxxx, Xxxxx 00000, for itself and on behalf of its
newly-established series the MegaTrends Fund (the "Fund").
PLAN OF REORGANIZATION
The reorganization (hereinafter referred to as the "Plan of
Reorganization") will consist of (i) the acquisition by the MegaTrends Fund of
substantially all of the property, assets and goodwill of the Personal Finance
Fund in exchange solely for shares of beneficial interest in the MegaTrends
Fund, (ii) the distribution of such shares of the MegaTrends Fund shares to the
stockholders of the Personal Finance Fund according to their respective
interests, and (iii) the dissolution of the Personal Finance Fund as soon as
practicable after the closing provided for in Section 3, all upon and subject to
the terms and conditions of the Agreement hereinafter set forth.
A special meeting of the shareholders of the Personal Finance Fund (the
"Meeting") will be called for the purposes of (i) considering adoption of this
Agreement and Plan of Reorganization (the "Agreement"); (ii) considering a
proposal to authorize the Personal Finance Fund, as the sole shareholder of the
MegaTrends Fund immediately prior to the reorganization contemplated by this
Agreement, to: (a) approve the proposed Investment Advisory and Sub-Advisory
Agreements, (b) approve the proposed Plan of Distribution under Rule 12b-1 of
the Investment Company Act of 1940, (c) ratify the selection of Price Waterhouse
LLP as the MegaTrends Fund's independent accountant for the current fiscal year,
and (d) provide such other approval or ratification as may be necessary to
consummate the transactions contemplated herein; and (iii) considering any other
business as may properly come before the Meeting. The agenda for such Meeting
may include such other proposals as the Board of Trustees of the Leeb Fund may
deem appropriate.
AGREEMENT
In order to consummate the Plan of Reorganization and in consideration of
the premises and of the covenants and agreements hereinafter set forth, the
parties hereto covenant and agree as follows:
1. SALE AND TRANSFER OF ASSETS, LIQUIDATION AND DISSOLUTION OF THE PERSONAL
FINANCE FUND
a. The Personal Finance Fund agrees that it will convey, transfer and
deliver to MegaTrends Fund at the closing provided for in Section 3
(hereinafter called the "Closing") all of its then existing assets
free and clear of all liens, encumbrances and claims whatsoever,
except for cash or bank deposits in an amount necessary to pay: (i)
its costs and expenses of carrying out this Agreement,(including but
not limited to any income dividend payable prior to the Closing Date,
and expenses of its liquidation and dissolution contemplated
hereunder); (ii) to discharge its unpaid liabilities on its books at
the Closing Date; and (iii) to pay such contingent liabilities as its
Trustees shall reasonably deem to exist against the Personal Finance
Fund, if any, at the Closing Date, for which contingent and other
appropriate liability reserves shall be established on the Personal
Finance Fund's books. Any unspent portion of such funds retained shall
be delivered to the MegaTrends Fund upon dissolution of the Personal
Finance Fund.
b. Subject to the terms and conditions of this Agreement and in reliance
on the representations and warranties of the Personal Finance Fund
herein contained, and in consideration of such sale, conveyance,
transfer and delivery, MegaTrends Fund agrees at the Closing to
deliver to the Personal Finance Fund the number of shares of
beneficial interest of the MegaTrends Fund determined as set forth in
Section 2 hereof.
c. Immediately following the Closing Date, the Personal Finance Fund will
liquidate and distribute pro-rata to its shareholders of record as of
the close of business on the Closing Date, the shares of beneficial
interest of the MegaTrends Fund received by the Personal Finance Fund
pursuant to this Section 1. Such liquidation and distribution will be
accompanied by the establishment of open accounts on the share records
of MegaTrends Fund in the names of such shareholders of the Personal
Finance Fund representing the respective pro rata number of MegaTrends
Fund shares due such shareholders. Fractional shares of the Personal
Finance Fund's shares of
--------------------------------------------------------------------------------
Exhibit No. I - Agreement and Plan of Reorganization
Page 1
beneficial interest will be carried to the third decimal place. As
promptly as practicable after the Closing Date, each holder of any
outstanding certificate or certificates theretofore representing
shares of beneficial interest of the Personal Finance Fund may
surrender the same to a transfer agent designated by MegaTrends Fund
and request in exchange a certificate or certificates representing the
number of whole and fractional shares of beneficial interest of
MegaTrends Fund into which the shares of the Personal Finance Fund
theretofore represented by the certificate or certificates so
surrendered shall have been converted. Certificates for fractional
shares of MegaTrends Fund will not be issued, however, but shall
continue to be carried for the open account of such shareholder. Until
so surrendered, each outstanding certificate which, prior to the
Closing Date, represented shares of beneficial interest of the
Personal Finance Fund shall be deemed for all corporate purposes to
evidence ownership of the number of shares of beneficial interest of
the MegaTrends Fund into which the shares of beneficial interest of
the Personal Finance Fund (which, prior to the Closing Date, were
represented thereby) have been so converted.
d. As promptly as practicable after the liquidation of the Personal
Finance Fund as aforesaid, the Personal Finance Fund shall be
dissolved pursuant to the provisions of the General Laws of the State
of Ohio and its legal existence shall be terminated as provided
therein.
2. EXCHANGE RATIO
a. The value of the Personal Finance Fund's assets to be acquired by the
MegaTrends Fund hereunder shall be the net asset value computed as of
the close of business (close of the New York Stock Exchange) on the
Closing Date, using the valuation procedures set forth in the
MegaTrends Fund's registration statement under the Securities Act of
1933.
b. The total net assets of the Personal Finance Fund determined under (a)
shall be divided by the number of shares of its outstanding shares of
beneficial interest, to determine the Personal Finance Fund's net
asset value per share as of the close of business on the Closing Date.
c. The net asset value of a MegaTrends Fund share of beneficial interest
shall be determined to the nearest full cent as of the close of
business on the Closing Date, using the valuation as set forth in
MegaTrends Fund's registration statement under the Securities Act of
1933.
d. The net asset value per share for the Personal Finance Fund as
determined in (b) shall then be divided by the MegaTrends Fund net
asset value per share as determined in (c) to determine the exchange
ratio.
3. CLOSING AND CLOSING DATE
The Closing shall be November 15, or such later date as the parties may
mutually agree. The Closing shall take place at the principal office of
MegaTrends Fund, at 4:30 p.m., Eastern Standard Time. The Personal Finance Fund
shall, on or before the Closing of its assets, deliver to Bankers Trust, as
Custodian for MegaTrends Fund, all of its assets. The Personal Finance Fund
shall deliver at the Closing a list of names and addresses of the shareholders
of the Personal Finance Fund and the number of shares owned by each such
shareholder, indicating thereon which such shares are represented by outstanding
certificates and which by open accounts, all as of the close of business on the
Closing Date, certified by its transfer agent. MegaTrends Fund shall issue and
deliver a certificate or certificates evidencing the shares of the MegaTrends
Fund's shares of beneficial interest to be delivered at the Closing to said
transfer agent registered in such manner as the Personal Finance Fund may
request, or provide evidence satisfactory to the Personal Finance Fund that such
shares of the MegaTrends Fund's shares of beneficial interest have been
registered in an open account on the books of the MegaTrends Fund in such manner
as the Personal Finance Fund may reasonably request. Simultaneous with the
Closing, the parties shall cause the filing of Articles of Transfer with respect
to the sale and transfer of assets contemplated hereunder with the Department of
Assessments and Taxation of the State of Ohio.
4. REPRESENTATIONS AND WARRANTIES BY THE PERSONAL FINANCE FUND
The Personal Finance Fund represents and warrants that:
a. The Personal Finance Fund is a series of shares of an Ohio business
trust duly organized, validly existing and in good standing under the
laws of the State of Ohio and has all power and authority to conduct
its business as such business is now being conducted;
--------------------------------------------------------------------------------
Exhibit No. I - Agreement and Plan of Reorganization
Page 2
b. The Personal Finance Fund has a duly authorized capital consisting of
unlimited shares of beneficial interest of which approximately
2,952,795 shares were issued and outstanding on the date hereof. All
of its presently outstanding shares are validly issued, fully paid and
non-assessable by it;
c. The Personal Finance Fund is duly registered as a diversified,
open-end management company under the Investment Company Act of 1940;
d. There has been mailed to each shareholder of record of the Personal
Finance Fund entitled to vote at the meeting of shareholders, at which
action this Agreement is to be considered, a combined proxy statement
and prospectus which complies in all material respects with the
applicable provisions of the Federal securities laws and the rules and
regulations thereunder;
e. The financial statements appearing in the Personal Finance Fund's
annual report for the year ended June 30, 1996, audited by Xxxxxx
Xxxxxxxx LLP, a copy of which has been delivered to MegaTrends Fund,
and similar unaudited financial statements and other financial data as
of December 31, 1995, and for the period then ended, which have been
delivered to the MegaTrends Fund by the principal financial officer of
the Personal Finance Fund, fairly present the financial position of
the Personal Finance Fund as of the respective dates indicated, and
the results of its operations and changes in net assets for the
respective periods indicated, in conformity with generally accepted
accounting principles applied on a consistent basis.
From the date of the most recent report referred to above, there has
not been any material adverse change in the Personal Finance Fund's
financial condition, assets, liabilities or business other than
changes occurring in the ordinary course of business or as a result of
this transaction. For the purposes of this paragraph, a decline in net
assets of the Personal Finance Fund shall not constitute a material
adverse change.
f. The Personal Finance Fund has no material contracts or other
commitments (other than this Agreement) which will be terminated with
liability to the Personal Finance Fund prior to Closing, except
contracts entered into in the ordinary course of its business and this
Agreement.
5. REPRESENTATIONS AND WARRANTIES BY THE MEGATRENDS FUND
MegaTrends Fund represents and warrants that:
a. MegaTrends Fund is a Massachusetts business trust duly organized,
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has all power and authority to
conduct its business as such business is presently being conducted;
b. MegaTrends Fund has duly authorized capital consisting of unlimited
shares of beneficial interest. On the date of this Agreement,
MegaTrends Fund had issued an outstanding approximately zero shares of
beneficial interest;
c. MegaTrends Fund is duly registered as a diversified, open-end
investment company under the Investment Company Act of 1940 and is
authorized to offer and sell shares of beneficial interest in its two
series;
d. MegaTrends Fund will file with the United States Securities and
Exchange Commission a Registration Statement on Form N-14 (the
"Registration Statement") under the Securities Act of 1933 relating to
the MegaTrends Fund's shares of beneficial interest issuable
hereunder. Appropriate portions of such Registration Statement after
effectiveness will be delivered to shareholders of the Personal
Finance Fund as proxy materials in connection with the solicitation of
proxies approving the proposed transaction, and other portions will be
available upon request by shareholders. The Registration Statement
will note, on its facing page, that the securities proposed to be
distributed thereunder have previously been registered in accordance
with Rule 24f-2 under the Investment Company Act of 1940. At the time
such Registration Statement becomes effective, it (i) will comply in
all material respects with the provisions of the Securities Act of
1933 and the rules and regulations promulgated thereunder, and (ii)
will not contain an 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 not misleading; and at the time the
Registration Statement becomes effective, at the time of the Personal
Finance Fund's shareholders' meeting and at the Closing Date, the
prospectus included therein will not contain an untrue statement of a
material fact or omit to state a material fact
--------------------------------------------------------------------------------
Exhibit No. I - Agreement and Plan of Reorganization
Page 3
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
e. The shares of beneficial interest of MegaTrends Fund are duly
qualified for offering to the public in all states of the United
States, and there are a sufficient number or value of shares of each
share so qualified and a sufficient number of shares registered under
the Securities Act of 1933, pursuant to the Investment Company Act of
1940 Rule 24f-2, to permit the transfers contemplated by this
Agreement to be consummated.
From the date of the most recent report referred to above, there has
not been any material adverse change in the MegaTrends Fund's
financial condition, assets, liabilities or business other than
changes occurring in the ordinary course of business or as a result of
this transaction. For the purposes of this paragraph a decline in net
assets of the MegaTrends Fund shall not constitute a material adverse
change.
6. REPRESENTATIONS AND WARRANTIES BY PERSONAL FINANCE FUND AND MEGATRENDS FUND
The Personal Finance Fund and MegaTrends Fund each represent and warrant to
the other that:
a. The statement of assets and liabilities to be furnished by it as of
the close of business on the Closing Date for the purpose of
determining the number of shares of MegaTrends Fund shares of
beneficial interest to be issued pursuant to Section 1 of this
Agreement will accurately reflect its net assets and outstanding
shares of beneficial interest as of such date in conformity with
generally accepted accounting principles applied on a consistent
basis;
b. On the Closing Date it will have good and marketable title to all of
the securities and other assets shown on the statement of assets and
liabilities referred to in (a) above free and clear of all liens or
encumbrances of any nature whatever except such imperfections of title
or encumbrances as do not materially detract from the value or use of
the assets subject thereto, or materially affect title thereto;
c. There is no material suit, action or legal or administrative
proceeding pending or threatened against it, other than as disclosed
in the Combined Proxy Statement and prospectus prepared in connection
with the meeting at which action on this Agreement will be taken;
d. By Closing Date, all of its Federal and other tax returns and reports
required by law to be filed shall have been filed, and all Federal and
other taxes shown due on said returns shall have been paid;
e. The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary
corporate action on the part of each Corporation and this Agreement
constitutes the valid and binding obligation of each Corporation
enforceable in accordance with its terms; and
f. The party is not, and the execution, delivery and performance of this
Agreement will not result, in material violation of the party's
Declaration of Trust or By-laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the party is
a party or is bound.
7. COVENANTS OF THE PERSONAL FINANCE FUND AND THE MEGATRENDS FUND
a. The Personal Finance Fund and MegaTrends Fund each covenant to operate
its business in the ordinary course between the date hereof and the
Closing Date.
b. The Personal Finance Fund undertakes that it will not acquire the
MegaTrends Fund shares for the purpose of making any distribution
thereof other than to its own shareholders.
c. The Personal Finance Fund undertakes that it will at its own expense
prepare and file with the Securities and Exchange Commission a Report
on Form N-SAR pursuant to the requirements of the Investment Company
Act of 1940 through the Closing Date.
--------------------------------------------------------------------------------
Exhibit No. I - Agreement and Plan of Reorganization
Page 4
8. CONDITIONS PRECEDENT TO BE FULFILLED BY PERSONAL FINANCE FUND AND
MEGATRENDS FUND
The obligations of each of the parties to effectuate the Plan of
Reorganization hereunder shall be subject to the following conditions:
a. The representations and warranties of each Party contained herein
shall be true as of and at the Closing Date with the same effect as
though made at such date; each Party shall have performed all
obligations required by this Agreement to be performed by it prior to
the Closing Date; and each Party shall have delivered to it a
certificate dated as of the Closing Date and signed by its Chairman of
the Board or President and by its Secretary or Assistant Secretary to
the foregoing effect;
b. Each Party shall have delivered a certified copy of the resolutions
approving this Agreement adopted by at least a majority vote of its
Trustees, including a majority of its Trustees who are not "interested
persons" as defined in the Investment Company Act of 1940;
c. The Securities and Exchange Commission shall not have issued an
unfavorable advisory report under Section 25(b) of the Investment
Company Act of 1940 nor instituted any proceeding seeking to enjoin
consummation of the reorganization under Section 25(c) of the
Investment Company Act of 1940;
d. The holders of at least a majority of the outstanding shares of
beneficial interest of the Personal Finance Fund shall have voted in
favor of the adoption of this Agreement and the reorganization
contemplated hereby at an annual or special meeting;
e. The Personal Finance Fund shall have declared a distribution or
distributions prior to the Closing Date which, together with all
previous distributions, shall have the effect of distributing to its
shareholders all of its net investment income since the close of its
last fiscal year; and
f. The Accolade Trust shall have received the opinion of legal counsel
for the Accolade Trust, dated as of the date of the Closing and
addressed to the Trust, to the effect that:
(i) provided the acquisition is carried out in accordance with the
applicable laws of Massachusetts, the acquisition by the
MegaTrends Fund of substantially all of the assets of the
Personal Finance Fund as provided for herein in exchange for
MegaTrends Fund shares will qualify as a reorganization within
the meaning of Section 368(a) of the Code, and MegaTrends Fund
will each be a party to the respective reorganization within the
meaning of Section 368(b) of the Code; for purposes of this
opinion, "substantially all" means at least 70% of the fair
market of the gross assets and at least 90% of the fair market
value of the net assets;
(ii) no gain or loss will be recognized by the Personal Finance Fund
upon the transfer of substantially all of its assets to the
MegaTrends Fund in exchange solely for voting shares of the
MegaTrends Fund [Code Section 361(a)];
(iii)no gain or loss will be recognized by the MegaTrends Fund upon
the receipt of substantially all of the assets of the Personal
Finance Fund in exchange solely for voting shares of MegaTrends
Fund [Code Section 1032(a)];
(iv) the basis of the assets of the Personal Finance Fund received by
the MegaTrends Fund will be the same as the basis of such assets
to the Personal Finance Fund immediately prior to the exchange
[Code Section 362(b)];
(v) the holding period of the assets of the Personal Finance Fund
received by the MegaTrends Fund will include the period during
which such assets were held by the Personal Finance Fund [Code
Section 1223(2)];
(vi) no gain or loss will be recognized to the shareholders of the
Personal Finance Fund upon the exchange of their shares in the
Personal Finance Fund for voting shares of the MegaTrends Fund
(including fractional shares to which they may be entitled) [Code
Section 354(a)(1)];
--------------------------------------------------------------------------------
Exhibit No. I - Agreement and Plan of Reorganization
Page 5
(vii)the basis of the MegaTrends Fund voting shares received by the
Personal Finance Fund shareholders (including fractional shares
to which they may be entitled) will be the same as the basis of
the shares of the Personal Finance Fund surrendered in exchange
therefor [Code Section 358(a)(1)];
(viii) the holding period of the MegaTrends Fund voting shares
received by the Personal Finance Fund shareholders (including
fractional shares to which they may be entitled) will include the
holding period of Personal Finance Fund shares surrendered in
exchange therefor, provided that Personal Finance Fund shares
were held as a capital asset on the date of the exchange [Code
Section 1223(1)];
(ix) pursuant to Section 381(a) of the Code and Treasury Regulation
Section 1.381-1(a), the MegaTrends Fund will succeed to and take
into account as of the date of the proposed transfer [as defined
in Treasury Regulation (S)1.381(b)-1(b)] the items of described
in Section 381(c) of the Code, including any "pro-change capital
loss" of the Personal Finance Fund within the meaning of Treasury
Regulation (S)1.383-1(c)(2), subject to the conditions and
limitations specified in Sections 381(b) and (c), 382, 383 and
384 of the Code; and
(x) where a dissenting shareholder of the Personal Finance Fund
receives cash solely in exchange for his or her share, such cash
will be treated as having been received by the shareholder as a
distribution in redemption of his or her share subject to the
provisions and limitations of Section 302 of the Code.
In rendering such opinion, such legal counsel may rely on an opinion of
Ohio and/or Massachusetts counsel reasonably acceptable to the Accolade Trust
with respect to matters of Ohio and/or Massachusetts law, and on certificates of
officers or Trustees of the Accolade Trust and/or Leeb Trust, in each case
reasonably acceptable to the Accolade Trust.
9. BROKERAGE FEES AND EXPENSES
a. The Personal Finance Fund and the MegaTrends Fund each represent and
warrant to the other that there are no brokers' or finders' fees
payable in connection with the transactions provided for herein.
b. The Personal Finance Fund and the MegaTrends Fund shall each bear such
expenses of entering into and carrying out the provisions of this
Agreement as have been separately incurred by it. No Party shall pay
expenses, if any, of its shareholders arising out of the
reorganization.
10. TERMINATION WAIVER ORDER
a. Anything contained in this Agreement to the contrary notwithstanding,
this Agreement may be terminated and the reorganization abandoned at
any time whether before or after adoption hereof by the shareholders
of the Personal Finance Fund prior to the Closing Date:
(i) by mutual consent of the Parties;
(ii) by either of the Parties if any condition set forth in Section 8
hereof has not been fulfilled or waived by it;
b. An election by a Party to terminate this Agreement and abandon the
reorganization shall be exercised by its Board of Trustees;
c. In the event of termination of this Agreement pursuant to the
provisions hereof, the same shall become void and have no effect
without any liability on the part of either of the Parties or persons
who are its trustees, officers or shareholders in respect of this
Agreement, provided that this provision shall not protect any trustee
or officer of either of the Parties against any liability to such
Party or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office;
d. At any time prior to the filing of the Articles of Transfer with the
States of Ohio and Massachusetts, any of the terms or conditions of
this Agreement may be waived by the Party entitled to the benefit
thereof by action taken by its Board of Trustees, or its Chairman of
the Board, if, in the judgment of the Board of Trustees or Chairman of
the Board taking such action, such waiver will not have material
adverse effect on the benefits intended under this Agreement to the
shareholders of the Party on behalf of which such action is taken;
--------------------------------------------------------------------------------
Exhibit No. I - Agreement and Plan of Reorganization
Page 6
e. The respective representations and warranties of the Parties contained
in Sections 4 through 7 hereof shall expire with, and be terminated
by, the reorganization contemplated by this Agreement, and neither the
respective Parties nor any of their trustees shall be under any
liability with respect to any such representations or warranties after
the Closing Date. This provision shall not protect any trustee or
officer of a business trust against any liability to such business
trust or to its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office; and
f. If any order or orders of the Securities and Exchange Commission with
respect to this Agreement shall impose any terms or conditions which
are acceptable to both the Personal Finance Fund and the Acquiring
Fund, such terms and conditions shall be binding as if a part of this
Agreement without further vote or approval of the shareholders of the
Personal Finance Fund, unless such terms and conditions shall result
in a change in the method of computing the number of shares of
MegaTrends Fund to be issued to the Personal Finance Fund, in which
event, unless such terms and conditions shall have been included in
the Combined Proxy Statement and prospectus solicitation materials
furnished to the shareholders of the Personal Finance Fund prior to
the meeting at which the transactions contemplated by this Agreement
shall have been approved, this Agreement shall not be consummated and
shall terminate unless the Personal Finance Fund shall promptly call a
Special Meeting of Shareholders at which conditions so imposed shall
be submitted for approval.
11. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement embodies the entire agreement between the Parties and there
are no agreements, understandings, restrictions or warranties among the Parties
other than those set forth herein or herein provided for.
12. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original but all such counterparts together shall
constitute but one instrument.
13. NOTICES
Any notice, report or demand required or permitted by any provision of this
Agreement shall be in writing and shall be deemed to have been given if
delivered or mailed, first class postage postpaid, addressed to the Personal
Finance Fund at 00 Xxxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or
the MegaTrends Fund, at P. O. Xxx 000000, Xxx Xxxxxxx, Xxxxx 00000-0000.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement and Plan
of Reorganization to be executed on its behalf by its President or a Vice
President and its seal to be affixed hereto and attested by its Secretary or
Assistant Secretary, all as of the day and year first above written.
LEEB PERSONAL FINANCE TRUST
Attest:
By:
--------------------------------- ---------------------------------------
Secretary President
ACCOLADE FUNDS
Attest:
By:
--------------------------------- ---------------------------------------
Secretary President
Exhibit I - Agreement and Plan of Reorganization
Page 7
