EXHIBIT 4
Execution Copy
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") is made as of this 13th
day of December, 2006, by and between The Advisors' Inner Circle Fund, a
Massachusetts trust, ("Trust"), with respect to the Large Cap Core Equity, Mid
Cap Value, Intermediate-Term Bond and Georgia Municipal Bond Funds, each series
of the Trust (collectively, the "Reorganizing Funds" and individually, a
"Reorganizing Fund"), and Sentinel Group Funds, Inc., a Maryland corporation,
("Corporation"), with respect to the Sentinel Common Stock, Sentinel Mid Cap
Value, Sentinel Government Securities and Sentinel Georgia Municipal Bond Funds,
each of which are or will be a series of the Corporation (collectively,
"Surviving Funds" and individually, a "Surviving Fund"). The Reorganizing Funds
and the Surviving Funds may also be referred to in this Agreement collectively
as "Funds" and individually as a "Fund". Except for the Funds, no other series
of either the Trust or the Corporation are parties to this Agreement.
RECITALS
This Agreement is intended to be, and is adopted as, a plan of reorganization
within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of
1986, as amended ("Code") and the Treasury Regulations promulgated under Section
368 of the Code. The reorganization will consist of: (i) the transfer of the
assets of each Reorganizing Fund as set forth in paragraph 1.2 of this Agreement
(other than the assets of the Reorganizing Fund reserved to discharge its
liabilities in accordance with paragraph 1.3 of this Agreement) ("Assets") in
exchange for shares of the corresponding Surviving Fund ("Surviving Fund
Shares"); and (ii) the distribution of Surviving Fund Shares to the holders of
shares of the corresponding Reorganizing Fund and the liquidation of such
Reorganizing Fund as provided herein, all upon the terms and conditions set
forth in this Agreement (each, a "Reorganization"), as indicated below:
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REORGANIZING FUND/CLASS SURVIVING FUND/CLASS
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Large Cap Core Equity Fund Sentinel Common Stock Fund
Class A Class A
Class B Class A
Class C Class C
Institutional Class Class I
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Mid Cap Value Fund Sentinel Mid Cap Value Fund
Class A Class A
Class B Class A
Class C Class C
Institutional Class Class I
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Intermediate-Term Bond Fund Sentinel Government Securities Fund
Class A Class A
Class B Class A
Institutional Class Class I
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Georgia Municipal Bond Fund Sentinel Georgia Municipal Bond Fund
Class A Class A
Institutional Class Class I
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WHEREAS, each Reorganizing Fund is a separate series of the Trust, each
Surviving Fund is a separate series of the Corporation and the Trust and the
Corporation are open-end, registered management investment companies;
WHEREAS, each of the Surviving Fund and the Reorganizing Fund is authorized to
issue its respective shares common stock and shares of beneficial interest;
WHEREAS, the Trustees of the Trust have determined that each Reorganization is
in the best interests of the Trust and the applicable Surviving Fund and that
the interests of the existing shareholders of each Surviving Fund will not be
diluted as a result of the Reorganization; and
WHEREAS, the Directors of the Corporation have determined that each
Reorganization is in the best interests of the Corporation and the applicable
Reorganizing Fund and that the interests of the existing shareholders of each
Reorganizing Fund will not be diluted as a result of the Reorganization.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
ARTICLE I
TRANSFER OF ASSETS OF THE REORGANIZING FUND IN EXCHANGE FOR
SURVIVING FUND SHARES AND LIQUIDATION OF THE REORGANIZING FUND
1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and on
the basis of the representations and warranties contained herein, the
Reorganizing Fund agrees to transfer all of its Assets, as set forth in
paragraph 1.2, to the Surviving Fund. In exchange, the Surviving Fund agrees:
(i) to deliver to the Reorganizing Fund the number of full and fractional
Surviving Fund Shares, determined for each class by (a) multiplying the shares
outstanding of that class of the Reorganizing Fund by (b) the ratio computed by
dividing (x) the net asset value per share of that class of the Reorganizing
Fund by (y) the net asset value per share of the corresponding class of the
Surviving Fund Shares computed in the manner and as of the time and date set
forth in paragraph 2.2. Holders of shares of each Reorganizing Fund will receive
the class of shares of the corresponding Surviving Fund specified in the
Recitals. Such transactions shall take place at the closing of the applicable
Reorganization on the Closing Date provided for in paragraph 3.1.
1.2 ASSETS TO BE ACQUIRED. (a) The Assets of each Reorganizing Fund to be
acquired by the corresponding Surviving Fund shall consist of property having a
value equal to the total net assets of such Reorganizing Fund, including,
without limitation, cash, securities, commodities, interests in futures and
dividends or interest receivable, owned by the Reorganizing Fund and any
deferred or prepaid expenses shown as an asset on the books of the Reorganizing
Fund on the Closing Date.
(b) The Trust has provided the Corporation with a list of each Reorganizing
Fund's portfolio securities as of the date of execution of this Agreement. Each
Reorganizing Fund reserves the right to sell any of these securities prior to
Closing. The Trust will, within a reasonable time prior to the Closing Date,
furnish each Surviving Fund with a list of the securities. In the event that a
Reorganizing Fund holds any investments that its corresponding Surviving Fund
may not hold, the Reorganizing Fund will dispose of such securities prior to the
Closing Date in a manner that does not jeopardize the federal tax-free nature of
the Reorganization.
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1.3 LIABILITIES TO BE DISCHARGED BY THE REORGANIZING FUNDS. Each Reorganizing
Fund will (a) discharge, or make provision for the discharge of, all of its
known liabilities and obligations, and (b) make provision for the assumption of
all of its unknown liabilities and obligations by Synovus Investment Advisors,
Inc. as set forth in paragraph 1.4 of this Agreement, in each case prior to the
Closing Date. It is understood and agreed by the parties that no Surviving Fund
shall assume any Reorganizing Fund's liabilities or obligations, whether known
or unknown. In addition, any reserve created under (a) above shall not cause any
Surviving Fund from acquiring at least 90% of the fair market value of the
corresponding Reorganizing Fund's net Assets and at least 70% of the fair market
value of the corresponding Reorganizing Fund's gross Assets as of the Closing
Date.
1.4 LIABILITIES TO BE ASSUMED BY SYNOVUS INVESTMENT ADVISORS, INC. Synovus
Investment Advisors, Inc. shall assume any and all unknown liabilities,
expenses, costs or charges, accrued or unaccrued, absolute or contingent or
conditional or unmatured, incurred by or on behalf of the corresponding
Reorganizing Fund specifically arising from or related to the operations and/or
transactions of the Reorganizing Funds not otherwise discharged as contemplated
by paragraph 1.3(a) of this Agreement ("Assumed Liabilities"). Without limiting
the foregoing, Synovus Investment Advisors, Inc. agrees to assume the obligation
of the Trust to indemnify and hold harmless the trustees and officers of the
Trust with respect to action or omission or alleged action or omission relating
to a Reorganizing Fund occurring or alleged to have occurred prior to the
consummation of the transactions described in paragraph 1.1 of this Agreement,
including the obligation to advance expenses, to the maximum extent permitted by
applicable law and as set forth in the Trust's Declaration of Trust and By-Laws.
1.5 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is
conveniently practicable: (a) each Reorganizing Fund will distribute in complete
liquidation of the Reorganizing Fund, pro rata to its shareholders of record,
determined as of the close of business on the Closing Date ("Reorganizing Fund
Shareholders"), all of the corresponding Surviving Fund Shares received by the
Reorganizing Fund pursuant to paragraph 1.1; and (b) each Reorganizing Fund will
thereupon proceed to terminate as set forth in paragraph 1.8 below. Such
distribution will be accomplished by the transfer of Surviving Fund Shares
credited to the account of the applicable Reorganizing Fund on the books of the
corresponding Surviving Fund to open accounts on the share records of each
Surviving Fund in the name of the corresponding Reorganizing Fund Shareholders,
with each such account being credited a number of Surviving Fund Shares
representing the respective pro rata number of Surviving Fund Shares due the
related shareholders. All issued and outstanding shares of each Reorganizing
Fund ("Reorganizing Fund Shares") will simultaneously be canceled on the books
of that Reorganizing Fund. The Surviving Fund shall not issue certificates
representing Surviving Fund Shares in connection with such transfer. After the
Closing Date, each Reorganizing Fund shall not conduct any business except in
connection with its termination or as otherwise required by law or the terms of
this Agreement.
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1.6 OWNERSHIP OF SHARES. Ownership of Surviving Fund Shares will be shown on the
books of the Surviving Fund's transfer agent. Surviving Fund Shares equal in
value to the aggregate net asset value of the corresponding Reorganizing Fund
Shares will be issued simultaneously to the applicable Reorganizing Fund and
will be distributed to the applicable Reorganizing Fund Shareholders.
1.7 TRANSFER TAXES. Any transfer taxes payable upon the issuance of Surviving
Fund Shares in a name other than the registered holder of the Reorganizing Fund
shares on the books of a Reorganizing Fund as of that time shall, as a condition
of such issuance and transfer, be paid by the person to whom such Surviving Fund
Shares are to be issued and transferred.
1.8 REPORTING RESPONSIBILITY. Any reporting responsibility of the Reorganizing
Funds including, without limitation, the responsibility for filing of regulatory
reports, tax returns, or other documents with the Securities and Exchange
Commission ("Commission"), any state securities commissions, and any federal
state, or local tax authorities or any other relevant regulatory authority, is
and shall remain the responsibility of the Reorganizing Funds.
1.9 TERMINATION. The Reorganizing Funds shall be terminated under Massachusetts
law promptly following the Closing Date and the making of all distributions
pursuant to paragraph 1.4.
1.10 BOOKS AND RECORDS. All books and records of the Reorganizing Funds,
including all books and records required to be maintained under the Investment
Company Act of 1940 (the "1940 Act"), and the related rules and regulations,
shall be available to the Surviving Funds from and after the Closing Date and
shall be turned over to the Surviving Funds as soon as practicable following the
Closing Date.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of the Assets to be acquired by the
corresponding Surviving Fund shall be the value of such Assets at the closing of
the applicable Reorganization on the Closing Date, using the valuation
procedures set forth in the Surviving Fund's then-current prospectus and
statement of additional information or such other valuation procedures as shall
be mutually agreed upon by the parties.
2.2 VALUATION OF SHARES. The net asset value per share of Surviving Fund Shares
shall be the net asset value per share computed at the closing of each
applicable Reorganization on the Closing Date, using the valuation procedures
set forth in the Surviving Fund's then-current prospectus and statement of
additional information, or such other valuation procedures as shall be mutually
agreed upon by the parties.
2.3 SHARES TO BE ISSUED. The number of Surviving Fund Shares to be issued
(including fractional shares, if any) in exchange for the corresponding
Reorganizing Fund's Assets shall be determined by (a) multiplying the shares
outstanding of each class of the Reorganizing Fund by (b) the ratio computed by
(x) dividing the net asset value per share of each class of the Reorganizing
Fund by (y) the net asset value per share of each class of the corresponding
Surviving Fund Shares determined in accordance with paragraph 2.2.
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2.4 DETERMINATION OF VALUE. All computations of value shall be made by Sentinel
Administrative Services, Inc., on behalf of the Surviving Fund and the
Reorganizing Fund.
ARTICLE III
CLOSING AND CLOSING DATE
3.1 CLOSING DATE. The closing shall occur on or about March 30, 2007, or such
other date(s) as the parties may agree ("Closing Date"). All acts taking place
at the closing shall be deemed to take place at 4:00 p.m. Eastern Time on the
Closing Date unless otherwise provided herein. The closing shall be held at the
offices of Sentinel Asset Management, Inc., One National Xxxx Xxxxx, Xxxxxxxxxx,
XX 00000, or at such other time and/or place as the parties may agree.
3.2 CUSTODIAN'S CERTIFICATE. U.S. Bank, N.A., as custodian for the Reorganizing
Funds ("Custodian"), shall deliver at the Closing a certificate of an authorized
officer stating that: (a) each Reorganizing Fund's portfolio securities, cash,
and any other assets have been delivered in proper form to the corresponding
Surviving Fund on the Closing Date; and (b) all necessary taxes including all
applicable federal and state stock transfer stamps, if any, have been paid, or
provision for payment has been made, in conjunction with the delivery of
portfolio securities by each Reorganizing Fund.
3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the scheduled Closing
Date, either: (a) the New York Stock Exchange ("NYSE") or another primary
exchange on which the portfolio securities of the Surviving Funds or the
Reorganizing Funds are purchased or sold shall be closed to trading or trading
on such exchange shall be restricted; or (b) trading or the reporting of trading
on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the
value of the net assets of the Surviving Funds or the Reorganizing Funds is
impracticable, the Closing Date shall be postponed until the first business day
after the day when trading is fully resumed and reporting is restored.
3.4 CERTIFICATES. Citigroup Fund Services, LLC, as transfer agent for the
Reorganizing Funds as of the Closing Date, shall deliver at the Closing a
certificate of an authorized officer stating that its records contain the names
and addresses of Reorganizing Fund Shareholders, and the number and percentage
ownership of outstanding shares owned by each such shareholder immediately prior
to the Closing. The Surviving Funds shall issue and deliver or cause Sentinel
Administrative Services, Inc., its transfer agent, to issue and deliver a
confirmation evidencing Surviving Fund Shares to be credited on the Closing Date
or provide evidence satisfactory to the Reorganizing Funds that the Surviving
Fund Shares have been credited to each Reorganizing Fund's account on the books
of the corresponding Surviving Fund. The Reorganizing Funds shall deliver at the
Closing a certificate of an authorized officer stating that, to the certifying
officer's knowledge, (a) the Reorganizing Funds annual and semi-annual reports
do not contain any untrue statement of a material fact or omit to state a
material fact; (b) the Reorganizing Funds' financial statements, and other
financial information included in those reports, fairly present, in all material
respects, the financial condition, results of operations and cash flows of the
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Reorganizing Funds for the periods presented; and (c) that it is unaware of (i)
any significant deficiencies in the design or operation of the Reorganizing
Funds' internal controls with respect to financial data, (ii) any material
weaknesses in such internal controls or (iii) any fraud involving management or
other employees who have a significant role in such internal controls. At the
Closing, each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, receipts, officer's certificates, transfer
agent certificates, custodian certificates, opinions, and other certificates and
documents, if any, as such other party or its counsel may reasonably request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE REORGANIZING FUND. The Trust, on behalf of the
Reorganizing Funds, represents and warrants to the Corporation and the Surviving
Funds as follows:
a) Each Reorganizing Fund is a legally designated, separate series of the Trust.
The Trust is duly organized and validly existing under the laws of
Massachusetts.
b) The Trust is registered as an open-end management investment company under
the 1940 Act, and the Trust's registration with the Commission as an investment
company under the 1940 Act is in full force and effect.
c) The current prospectuses and statement of additional information of the
Reorganizing Funds conform in all material respects to the applicable
requirements of the Securities Act of 1933 ("1933 Act") and the 1940 Act, and
the related rules and regulations, and do not include any untrue statement of a
material fact or omit to state any material fact required to be stated or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
d) The Trust and the Reorganizing Funds are not in violation, and the execution,
delivery, and performance of this Agreement (subject to shareholder approval)
will not result in a violation, of any provision of the Trust's Declaration of
Trust or By-Laws or of any material agreement, indenture, instrument, contract,
lease, or other undertaking to which the Trust or a Reorganizing Fund is a party
or by which it is bound.
e) The Trust, with respect to a Reorganizing Fund, has no material contracts or
other commitments that will be terminated with liability to it before the
Closing Date, except for liabilities, if any, to be discharged as provided in
paragraph 1.3 hereof.
f) Except as otherwise disclosed in writing to and accepted by the Surviving
Funds, no litigation, administrative proceeding, or investigation by or before
any court or governmental body is presently pending or to its knowledge
threatened against the Trust or any Reorganizing Fund or any of its properties
or assets, which, if adversely determined, would materially and adversely affect
its financial condition, the conduct of its business, or the ability of the
Reorganizing Funds to carry out the transactions contemplated by this Agreement.
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Neither the Trust nor the Reorganizing Funds know of any facts that might form
the basis for the institution of such proceedings and neither is a party to or
subject to the provisions of any order, decree, or judgment of any court or
governmental body that materially and adversely affects its business or its
ability to consummate the transactions contemplated herein.
g) The financial statements of the Reorganizing Funds as of October 31, 2005,
and for the fiscal year then ended have been prepared in accordance with
generally accepted accounting principles, and audited by KPMG, LLP, independent
registered public accountants, and such statements (copies of which have been
furnished to the Surviving Funds) fairly reflect the financial condition of the
Reorganizing Funds as of such date, and there are no known contingent
liabilities of any Reorganizing Fund as of such date that are not disclosed in
such statements.
h) Since the date of the financial statements referred to in paragraph (g)
above, there have been no material adverse changes in any Reorganizing Fund's
financial condition, assets, liabilities or business (other than changes
occurring in the ordinary course of business), or any incurrence by any
Reorganizing Fund of indebtedness maturing more than one year from the date such
indebtedness was incurred, except as otherwise disclosed to and accepted by the
Surviving Funds. For the purposes of this paragraph (h), a decline in the net
asset value of a Reorganizing Fund shall not constitute a material adverse
change.
i) All federal and other tax returns and reports of the Reorganizing Funds
required by law to be filed prior to the date hereof have been filed (and all
federal and other tax returns and reports of the Reorganizing Funds required by
law to be filed from and after the date hereof to the Closing Date will be
filed), and are or will be correct in all material respects and all federal and
other taxes required to be shown as due on such returns and reports have been
(or will be) paid, or provision shall have been made for the payment thereof. To
the best of each Reorganizing Fund's knowledge, no such return is currently
under audit, and no assessment has been asserted with respect to such returns.
j) All issued and outstanding shares of each Reorganizing Fund are duly and
validly issued and outstanding, fully paid and non-assessable by the
Reorganizing Fund. All of the issued and outstanding shares of each Reorganizing
Fund will, at the time of the Closing Date, be held by the persons and in the
amounts set forth in the records of the Reorganizing Fund's transfer agent as
provided in paragraph 3.4. Each Reorganizing Fund has no outstanding options,
warrants, or other rights to subscribe for or purchase any of the Reorganizing
Fund shares, and has no outstanding securities convertible into any of the
Reorganizing Fund shares.
k) At the Closing Date, each Reorganizing Fund will have good and marketable
title to the Reorganizing Fund's Assets to be transferred to the corresponding
Surviving Fund pursuant to paragraph 1.2, and full right, power, and authority
to sell, assign, transfer, and deliver such Assets hereunder, free of any lien
or other encumbrance, except those liens or encumbrances of which the Surviving
Fund has received notice, and, upon delivery and payment for such Assets, and
the filing of any articles, certificates or other documents under the laws of
Massachusetts, the Surviving Fund will acquire good and marketable title,
subject to no restrictions on the full transfer of such Assets, other than such
restrictions as might arise under the 1933 Act, and other than as disclosed to
and accepted by the Surviving Fund.
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l) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Trust and each
Reorganizing Fund. Subject to approval by the Reorganizing Fund Shareholders,
this Agreement constitutes a valid and binding obligation of the Trust and each
Reorganizing Fund, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights and to general equity principles.
m) The information to be furnished by the Reorganizing Funds for use in the
combined Proxy Statement/Prospectus on Form N-14 relating to the Reorganizations
("N-14 Registration Statement") and other documents related to the
Reorganizations that may be necessary in connection with the transactions
contemplated herein shall comply in all material respects with federal
securities and other laws and regulations and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated or necessary to make the statements, in light of the circumstances under
which such statements were made, not misleading.
n) Each Reorganizing Fund has elected to be taxed as and has qualified as a
"regulated investment company" under the Code (a "RIC") as of and since its
first taxable year; has been a RIC under the Code at all times since the end of
its first taxable year when it so qualified; and qualifies and will continue to
qualify as a RIC under the Code for its taxable year ending upon its liquidation
and has computed its federal income tax under ss.852 of the Code.
o) No governmental consents, approvals, authorizations or filings are required
under the 1933 Act, the Securities Exchange Act of 1934 ("1934 Act"), the 1940
Act or Massachusetts law for the execution of this Agreement by the Trust, for
itself and on behalf of the Reorganizing Funds, or the performance of the
Agreement by the Trust and the Reorganizing Funds, except for the effectiveness
of the Registration Statement, and the filing of any articles, certificates or
other documents that may be required under Massachusetts law, and except for
such other consents, approvals, authorizations and filings as have been made or
received, and such consents, approvals, authorizations and filings as may be
required subsequent to the Closing Date, it being understood, however, that this
Agreement and the transactions contemplated herein must be approved by the
shareholders of the Reorganizing Funds as described in paragraph 5.2.
4.2 REPRESENTATIONS OF THE SURVIVING FUNDS. The Corporation, on behalf of the
Surviving Funds, represents and warrants to the Trust and the Reorganizing Funds
as follows:
a) Each Surviving Fund is a legally designated, separate series of the
Corporation. The Corporation is duly organized, validly existing, and in good
standing under the laws of Maryland.
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b) The Corporation is registered as an open-end management investment company
under the 1940 Act, and the Corporation's registration with the Commission as an
investment company under the 1940 Act is in full force and effect.
c) The current prospectus and statement of additional information of the
Sentinel Common Stock Fund and the Sentinel Government Securities Fund conform
and the prospectus and statement of additional information of the Sentinel Mid
Cap Value Fund and the Sentinel Georgia Municipal Bond Fund will conform in all
material respects to the applicable requirements of the 1933 Act and the 1940
Act and the related rules and regulations, and do not or will not, as
applicable, include any untrue statement of a material fact or omit to state any
material fact required to be stated or necessary to make such statements
therein, in light of the circumstances under which they were made, not
misleading.
d) The N-14 Registration Statement, other than as it relates to each
Reorganizing Fund and the Trust and their service providers, will, on the
effective date of the N-14 Registration Statement, through the time of the
special meeting of each Reorganizing Fund's shareholders to consider and act
upon this Agreement, and on the Closing Date, (a) comply in all materials
respects with the applicable provisions and regulations of the 1933 Act, 1934
Act and 1940 Act, and (b) not contain any untrue statement of material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements in the N-14 Registration Statement, in light of the circumstances
under which such statements are made, not materially misleading; provided,
however, that the representations and warranties in this paragraph shall not
apply to statements in or omissions from the N-14 Registration Statement made in
reliance upon and in conformity with information that was furnished by the Trust
or a Reorganizing Fund or their agents.
e) The Corporation and the Surviving Funds are not in violation, and the
execution, delivery and performance of this Agreement will not result in a
violation, of the Corporation's Charter or By-Laws or of any material agreement,
indenture, instrument, contract, lease, or other undertaking to which the
Corporation or a Surviving Fund is a party or by which it is bound.
f) Except as otherwise disclosed in writing to and accepted by the Reorganizing
Funds, no litigation, administrative proceeding or investigation by or before
any court or governmental body is presently pending or to its knowledge
threatened against the Corporation or any Surviving Fund or any of its
properties or assets, which, if adversely determined, would materially and
adversely affect its financial condition, the conduct of its business or the
ability of the Surviving Funds to carry out the transactions contemplated by
this Agreement. The Corporation and the Surviving Funds know of no facts that
might form the basis for the institution of such proceedings and neither is a
party to or subject to the provisions of any order, decree, or judgment of any
court or governmental body that materially and adversely affects its business or
its ability to consummate the transaction contemplated herein.
g) The financial statements of the Surviving Funds as of November 30, 2005 and
for the fiscal year then ended have been prepared in accordance with generally
accepted accounting principles, and audited by PricewaterhouseCoopers LLP,
independent registered public accountants, and such statements and the unaudited
financial statements as of May 31, 2006 (copies of which have been furnished to
the Reorganizing Funds) fairly reflect the financial condition of the Surviving
Funds as of such date, and there are no known contingent liabilities of the
Surviving Funds as of such date that are not disclosed in such statements.
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h) Since the date of the financial statements referred to in paragraph (f)
above, there have been no material adverse changes in any Surviving Fund's
financial condition, assets, liabilities or business (other than changes
occurring in the ordinary course of business), or any incurrence by the
Surviving Fund of indebtedness maturing more than one year from the date such
indebtedness was incurred, except as otherwise disclosed to and accepted by the
Reorganizing Funds. For the purposes of this paragraph (g), a decline in the net
asset value of a Surviving Fund shall not constitute a material adverse change.
i) All federal and other tax returns and reports of the Surviving Funds required
by law to be filed prior to the date hereof have been filed (and all federal and
other tax returns and reports of the Surviving Funds required by law to be filed
from and after the date hereof to the Closing Date will be filed), and all
federal and other taxes shown due on such returns and reports have been (or will
be) paid, or provision shall have been made for the payment thereof. To the best
of each Surviving Fund's knowledge, no such return is currently under audit, and
no assessment has been asserted with respect to such returns.
j) All issued and outstanding Surviving Fund Shares are duly and validly issued
and outstanding, fully paid and non-assessable by the Corporation. Each
Surviving Fund has no outstanding options, warrants, or other rights to
subscribe for or purchase any Surviving Fund Shares, and there are no
outstanding securities convertible into any Surviving Fund Shares.
k) There shall be no issued and outstanding Shares of either the Sentinel Mid
Cap Value Fund or the Sentinel Georgia Municipal Bond Fund prior to the Closing
Date other than as described in paragraph 6.2 of this Agreement.
l) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Corporation and the
Surviving Funds, and this Agreement constitutes a valid and binding obligation
of the Corporation and the Surviving Funds, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors' rights and to general equity
principles.
m) Surviving Fund Shares to be issued and delivered to each Reorganizing Fund
for the account of the Reorganizing Fund Shareholders pursuant to the terms of
this Agreement will, at the Closing Date, have been duly authorized. When so
issued and delivered, such shares will be duly and validly issued Surviving Fund
Shares, and will be fully paid and non-assessable and no shareholder of the
Company has any preemptive right to subscription or purchase in respect thereof.
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n) The information to be furnished by the Surviving Funds for use in no-action
letters, applications for orders, registration statements, proxy materials, and
other documents that may be necessary in connection with the transactions
contemplated herein shall comply in all material respects with federal
securities and other laws and regulations and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated or necessary to make the statements, in light of the circumstances under
which such statements were made, not misleading.
o) Each Surviving Fund has elected to be taxed as and has qualified as a RIC
under the Code as of and since its first taxable year; has been a RIC under the
Code at all times since the end of its first taxable year when it so qualified;
and qualifies and shall continue to qualify as a RIC under the Code for its
current taxable year.
p) No governmental consents, approvals, authorizations or filings are required
under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution
of this Agreement by the Trust, for itself and on behalf of the Surviving Funds,
or the performance of the Agreement by the Corporation and the Surviving Funds,
except for the effectiveness of the Registration Statement, and the filing of
any articles, certificates or other documents that may be required under
Maryland law, and such other consents, approvals, authorizations and filings as
have been made or received, and except for such consents, approvals,
authorizations and filings as may be required subsequent to the Closing Date.
q) The Corporation and the Surviving Funds agree to use all reasonable efforts
to obtain the approvals and authorizations required by the 1933 Act, the 1940
Act, and any state Blue Sky or securities laws as it may deem appropriate in
order to continue its operations after the Closing Date.
ARTICLE V
COVENANTS OF THE FUNDS
5.1 OPERATION IN ORDINARY COURSE. The Surviving Funds and the Reorganizing Funds
will each operate its respective business in the ordinary course between the
date of this Agreement and the Closing Date, it being understood that such
ordinary course of business will include customary dividends, shareholder
purchases and redemptions and such selling and purchasing of securities and
other changes as are contemplated by the Reorganizing Funds' normal operations.
No party shall take any action that would, or reasonably would be expected to,
result in any of its representations and warranties set forth in this Agreement
being or becoming untrue in any material respect.
5.2 APPROVAL OF SHAREHOLDERS. The Trust will call a special meeting of the
Reorganizing Fund Shareholders to consider and act upon this Agreement and to
take all other appropriate action necessary to obtain approval of the
transactions contemplated herein. Approval of this Agreement by the shareholders
of the Mid Cap Value Fund and Georgia Municipal Bond Fund, respectively, shall
include approval of (a) the Investment Advisory Agreement between the
Corporation, on behalf of the Sentinel Mid Cap Value Fund or the Sentinel
Georgia Municipal Bond Fund (as applicable), and Sentinel Asset Management, Inc.
and (b) the Investment Sub-Advisory Agreement between the Sentinel Asset
Management, Inc. and Xxxxxxxxx Asset Management LLC (with respect to the
Sentinel Mid Cap Value Fund) or GLOBALT, Inc. (with respect to the Sentinel
Georgia Municipal Bond Fund).
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5.3 INVESTMENT REPRESENTATION. Each Reorganizing Fund covenants that the
Surviving Fund Shares to be issued pursuant to this Agreement are not being
acquired for the purpose of making any distribution, other than in connection
with the Reorganization and in accordance with the terms of this Agreement.
5.4 ADDITIONAL INFORMATION. The Reorganizing Funds will assist the Surviving
Funds in obtaining such information as the Surviving Funds reasonably requests
concerning the beneficial ownership of the Reorganizing Funds' shares.
5.5 FURTHER ACTION. Subject to the provisions of this Agreement, the Surviving
Funds and the Reorganizing Funds will each take or cause to be taken, all
action, and do or cause to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the transactions contemplated by this
Agreement, including any actions required to be taken after the Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any
case within sixty days after the Closing Date, each Reorganizing Fund shall
furnish the corresponding Surviving Fund, in such form as is reasonably
satisfactory to the Surviving Fund, a statement of the earnings and profits of
the Reorganizing Fund for federal income tax purposes that will be carried over
by the Surviving Fund as a result of Section 381 of the Code. Such statement
will be certified by the Trust's Treasurer.
5.7 PREPARATION OF FORM N-14. The Surviving Funds will draft and file with the
Commission N-14 Registration Statement in compliance with the 1933 Act, the 1934
Act and the 1940 Act, as applicable. Each party will provide the other party
with the materials and information necessary to prepare the N-14 Registration
Statement and related materials.
5.8 FINAL DIVIDEND. On or before the Closing Date, each Reorganizing Fund shall
have declared and paid a dividend or dividends which, together with all previous
such dividends, shall have the effect of distributing to its shareholders all of
the Reorganizing Fund's investment company taxable income (computed without
regard to any deduction for dividends paid), if any, plus the excess, if any, of
its interest income excludible from gross income under Section 103(a) of the
Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code
for all taxable periods or years ending on or before the Closing Date, and all
of its net capital gains realized (after reduction for any capital loss carry
forward), if any, in all taxable periods or years ending on or before the
Closing Date.
5.9 TAX-FREE REORGANIZATION. It is the intention of the parties that the
transaction will qualify as a reorganization within the meaning of Section
368(a) of the Code. Neither the Trust, the Corporation, the Reorganizing Funds
nor the Surviving Funds shall take any action or cause any action to be taken
(including, without limitation the filing of any tax return) that is
inconsistent with such treatment or results in the failure of the transaction to
qualify as a reorganization within the meaning of Section 368(a) of the Code. At
or prior to the Closing Date, the parties to this Agreement will take such
reasonable action, or cause such action to be taken, as is reasonably necessary
to enable Sidley Austin LLP to render the tax opinion contemplated in the
Agreement.
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5.9 ACCESS TO BOOKS AND RECORDS. Upon reasonable notice, each of the Trust and
the Reorganizing Fund shall make available to the Corporation's officers and
agents all books and records of the Trust and the Reorganizing Fund.
5.10 REASONABLE BEST EFFORTS. Each of the Trust, the Corporation, the Surviving
Fund and the Reorganizing Fund shall use its reasonable best efforts to fulfill
or obtain the fulfillment of the conditions precedent to effect the transactions
contemplated by this Agreement.
5.11 AUTHORIZATIONS. Each Surviving Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act
and any state blue sky or securities laws as it may deem appropriate in order to
operate in the normal course of business after the Closing Date.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE REORGANIZING FUNDS
6.1 PERFORMANCE OF OBLIGATIONS. The obligations of each Reorganizing Fund to
consummate the transactions provided for herein shall be subject, at its
election, to the performance by the corresponding Surviving Fund of all the
obligations to be performed by the Surviving Fund pursuant to this Agreement on
or before the Closing Date.
6.2 INTITIAL SHAREHOLDER. Prior to the Closing Date, (a) the Directors of the
Sentinel Mid Cap Value Fund and Sentinel Georgia Municipal Bond Fund shall have
authorized the issuance of and each such Fund shall have issued one share of
such Fund to Sentinel Asset Management, Inc. in consideration of the payment of
$1.00, (b) Sentinel Asset Management, Inc. shall have, among other things,
approved as the sole initial shareholder (i) the Investment Advisory Agreement
between the Corporation, on behalf of the Sentinel Mid Cap Value Fund or the
Sentinel Georgia Municipal Bond Fund (as applicable), and Sentinel Asset
Management, Inc. and (ii) the Investment Sub-Advisory Agreement between the
Sentinel Asset Management, Inc. and Xxxxxxxxx Asset Management LLC (with respect
to the Sentinel Mid Cap Value Fund) or GLOBALT, Inc. (with respect to the
Sentinel Georgia Municipal Bond Fund), and (c) immediately prior to or
contemporaneously with the consummation of the transactions described in this
Agreement, the share of each of the Sentinel Mid Cap Value Fund and Sentinel
Georgia Municipal Bond Fund acquired by Sentinel Asset Management, Inc. has been
or is redeemed for $1.00.
6.3 TRUE REPRESENTATIONS AND WARRANTIES. All representations, covenants, and
warranties of each Surviving Fund contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing
Date, with the same force and effect as if made on and as of the Closing Date.
The Corporation shall have delivered to the Trust a certificate executed in the
Corporation's name by its President or Vice President and its Treasurer or
Assistant Treasurer, in form and substance satisfactory to the Trust and dated
as of the Closing Date, to such effect and as to such other matters as the
Corporation shall reasonably request.
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6.4 CORPORATE OPINION. Each Reorganizing Fund shall have received on the Closing
Date an opinion of Sidley Austin LLP, counsel to each Surviving Fund, in a form
reasonably satisfactory to the corresponding Reorganizing Fund, and dated as of
the Closing Date, to the effect that:
a) The Corporation is a corporation incorporated, existing and in good standing
under Maryland law. The Corporation has the corporate power to own its
properties and conduct its business as a registered investment company. The
Corporation has all necessary federal, state and local authorization to own all
of its properties and assets and to carry on its business as it is now being
conducted and to carry out this Agreement. Each Surviving Fund is a separate
series of common stock, par value $0.01 per share, of the Corporation that has
been duly classified and designated in accordance with the applicable provisions
of the Corporation's Charter. The Corporation has all necessary federal, state
and local authorizations to own all of the properties and assets and to carry on
its business as now being conducted;
b) The Surviving Fund Shares to be delivered to the Trust as provided for by
this Agreement are duly authorized and upon such delivery will be validly issued
and will be fully paid and nonassessable by the Company and no shareholder of
the Company has any preemptive right to subscription or purchase in respect
thereof;
c) The Corporation is registered with the Commission as an open-end management
investment company under the 1940 Act; such registration has not been revoked or
rescinded and is in full force and effect and each Surviving Fund is in
compliance in all material respects with the 1940 Act and its rules and
regulations;
d) To such counsel's knowledge, no consent, approval, authorization, or order of
any court or governmental authority is required for the consummation by each
Surviving Fund of the transactions contemplated in this Agreement, except such
as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such
as may be required by state securities laws;
e) The execution, delivery and performance of this Agreement has been duly
authorized by all necessary action on the part of the Board of Directors of the
Corporation and, assuming due authorization, execution and delivery of this
Agreement by the Trust, this Agreement constitutes a valid and binding
obligation of the Corporation, on behalf of each Surviving Fund, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other laws
relating to or affecting creditors' rights and to general equity principles;
f) To the knowledge of such counsel, except as has been disclosed in writing to
the Trust, no litigation or administrative proceedings or investigation of or
before any court or governmental body is presently pending as to a Surviving
Fund or an of its properties or assets or any person whom the Surviving Fund may
be obligated to indemnify in connection with such litigation, proceeding or
investigation, and the Surviving Fund is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body,
which materially and adversely affects its business or its ability to consummate
the transactions contemplated hereby; and
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g) To such counsel's actual knowledge, the Registration Statement, other than as
it relates to each Reorganizing Fund, (a) complies in all material respects with
the provisions and regulations of the 1933 Act, 1934 Act and 1940 Act, and (b)
does 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
in the Registration Statement, in light of the circumstances under which such
statements are made, not materially misleading; provided, however, that the
opinion shall only apply to statements in or omissions from the Registration
Statement made in reliance upon and in conformity with information that was
furnished by the Corporation.
Such counsel shall be entitled to state that they have relied upon officers'
certificates and certificates of public officials in rendering their opinion.
6.6 FEES AND EXPENSES. All fees and expenses associated with Reorganizing Funds
and Surviving Funds participation in the Reorganizations contemplated by this
Agreement shall have been or, when due, will be paid in full by Sentinel Asset
Management, Inc., Synovus Investment Advisors, Inc. and/or their affiliates.
6.7 ASSUMPTION OF ASSUMED LIABILITIES BY SYNOVUS INVESTMENT ADVISORS, INC. The
Trust, on behalf of each Reorganizing Fund, shall have received an agreement
executed by Synovus Investment Advisors, Inc., in a form reasonably satisfactory
to the Trust, and dated as of the Closing Date, memorializing the assumption of
the Assumed Liabilities by Synovus Investment Advisors, Inc., as contemplated by
paragraph 1.3(b) of this Agreement.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
SURVIVING FUNDS
7.1 PERFORMANCE OF OBLIGATIONS. The obligations of each Surviving Fund to
consummate the transactions provided for herein shall be subject, at its
election, to the performance by the corresponding Reorganizing Fund of all the
obligations to be performed by the Reorganizing Fund pursuant to this Agreement,
on or before the Closing Date.
7.2 TRUE REPRESENTATIONS AND WARRANTIES. All representations, covenants, and
warranties of each Reorganizing Fund contained in this Agreement shall be true
and correct in all material respects as of the date hereof and as of the Closing
Date, with the same force and effect as if made on and as of such Closing Date.
The Trust shall have delivered to the Corporation on such Closing Date a
certificate executed in the Trust's name by the Corporation's President or Vice
President and its Treasurer or Assistant Treasurer, in form and substance
satisfactory to the Corporation and dated as of such Closing Date, to such
effect and as to such other matters as the Trust shall reasonably request.
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7.3 STATEMENT OF ASSETS AND LIABILITIES. Each Reorganizing Fund shall have
delivered to the corresponding Surviving Fund a statement of the Reorganizing
Fund's assets and liabilities, together with a list of the Reorganizing Fund's
portfolio securities showing the tax costs of such securities by lot and the
holding periods of such securities, as of the Closing Date, certified by the
Treasurer of the Trust.
7.4 CORPORATE OPINION. Each Surviving Fund shall have received on the Closing
Date an opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to each Reorganizing
Fund, in a form reasonably satisfactory to the corresponding Surviving Fund, and
dated as of the Closing Date, to the effect that:
a) The Trust is a trust existing under Massachusetts law. The Trust has the
power to own its properties and conduct its business as a registered investment
company. The Trust has all necessary federal, state and local authorization to
own all of its properties and assets and to carry on its business as it is now
being conducted and to carry out this Agreement. Each Reorganizing Fund is a
separate series of the Trust that has been duly classified and designated in
accordance with the applicable provisions of the Trust's Declaration of Trust.
The Trust has all necessary federal, state and local authorizations to own all
of the properties and assets and to carry on its business as now being
conducted;
b) The Trust is registered with the Commission as an open-end management
investment company under the 1940 Act; such registration has not been revoked or
rescinded and is in full force and effect and each Reorganizing Fund is in
compliance in all material respects with the 1940 Act and its rules and
regulations;
c) To such counsel's knowledge, no consent, approval, authorization, or order of
any court or governmental authority is required for the consummation by each
Reorganizing Fund of the transactions contemplated in this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and
such as may be required by state securities laws;
d) The execution, delivery and performance of this Agreement has been duly
authorized by all necessary action on the part of the Board of Trustees of the
Trust and, assuming due authorization, execution and delivery of this Agreement
by the Corporation, this Agreement constitutes a valid and binding obligation of
the Trust, on behalf of each Reorganizing Fund, enforceable in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws relating to or affecting
creditors' rights and to general equity principles; and
e) To such counsel's actual knowledge, the Registration Statement, other than as
it relates to each Surviving Fund, (a) complies in all material respects with
the provisions and regulations of the 1933 Act, 1934 Act and 1940 Act, and (b)
does 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
in the Registration Statement, in light of the circumstances under which such
statements are made, not materially misleading; provided, however, that the
opinion shall only apply to statements in or omissions from the Registration
Statement made in reliance upon and in conformity with information that was
furnished by the Trust.
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Such counsel shall be entitled to state that they have relied upon officers'
certificates and certificates of public officials in rendering their opinion.
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
REORGANIZING FUNDS AND SURVIVING FUNDS
If any of the conditions set forth below do not exist on or before the Closing
Date, each party to this Agreement shall, at its option, not be required to
consummate the transactions contemplated by this Agreement:
8.1 SHAREHOLDER VOTE. This Agreement and the transactions contemplated herein
shall have been approved by the requisite vote of the holders of the outstanding
shares of each Reorganizing Fund in accordance with applicable law and the
provisions of the Trust's Declaration of Trust and By-Laws. Certificates
evidencing such approval shall have been delivered to the corresponding
Surviving Fund. Notwithstanding anything herein to the contrary, neither a
Surviving Fund nor a Reorganizing Fund may waive the conditions set forth in
this paragraph 8.1 with respect to a Reorganization.
8.2 ORDERS AND PROCEEDINGS. On the Closing Date, the Commission shall not have
issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted
any proceeding seeking to enjoin the consummation of the transactions
contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore,
no action, suit or other proceeding shall be threatened or pending before any
court or governmental agency in which it is sought to restrain or prohibit, or
obtain damages or other relief in connection with this Agreement or the
transactions contemplated herein.
8.3 CONSENTS. All required consents of other parties and all other consents,
orders, and permits of federal, state and local regulatory authorities
(including those of the Commission and of State securities authorities,
including any necessary "no-action" positions and exemptive orders from such
federal and state authorities) to permit consummation of the transactions
contemplated herein shall have been obtained, except where failure to obtain any
such consent, order, or permit would not involve a risk of a material adverse
effect on the assets or properties of any Surviving Fund or Reorganizing Fund,
provided that either party hereto may waive any such conditions for itself.
8.4 EFFECTIVE REGISTRATION STATEMENT. The Registration Statement shall have
become effective under the 1933 Act, and no stop orders suspending the
effectiveness thereof shall have been issued. To the best knowledge of the
parties to this Agreement, no investigation or proceeding for that purpose shall
have been instituted or be pending, threatened or contemplated under the 1933
Act.
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8.5 TAX OPINION. The parties shall have received an opinion of Sidley Austin LLP
substantially to the effect that for federal income tax purposes:
a) The transfer of all of the Assets of each Reorganizing Fund to the
corresponding Surviving Fund solely in exchange for Surviving Fund Shares
(followed by the distribution of Surviving Fund Shares to the Reorganizing Fund
Shareholders termination and liquidation of the Reorganizing Fund) will
constitute a "reorganization" within the meaning of Section 368(a)(1) of the
Code, and with respect to the Synovus Mid Cap Value Fund and Synovus Georgia
Municipal Bond Fund, within the meaning of Section 368(a)(1)(f) of the Code, and
the Surviving Fund and the Reorganizing Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code.
b) No gain or loss will be recognized by any Surviving Fund upon the receipt of
the Assets of the Reorganizing Fund solely in exchange for Surviving Fund
Shares.
c) No gain or loss will be recognized by any Reorganizing Fund upon the transfer
of the Reorganizing Fund's Assets to the corresponding Surviving Fund solely in
exchange for Surviving Fund Shares or upon the distribution (whether actual or
constructive) of Surviving Fund Shares to Reorganizing Fund Shareholders in
exchange for their Reorganizing Fund Shares.
d) No gain or loss will be recognized by any Reorganizing Fund Shareholder upon
the exchange of its Reorganizing Fund Shares for Surviving Fund Shares.
e) The aggregate tax basis of the Surviving Fund Shares received by each
Reorganizing Fund Shareholder pursuant to a Reorganization will be the same as
the aggregate tax basis of the Reorganizing Fund Shares held by it immediately
prior to the Reorganization. The holding period of Surviving Fund Shares
received by each Reorganizing Fund Shareholder will include the period during
which the Reorganizing Fund Shares exchanged therefor were held by such
shareholder, provided the Reorganizing Fund Shares are held as capital assets at
the time of the Reorganization.
f) The tax basis of each Reorganizing Fund's Assets acquired by the
corresponding Surviving Fund will be the same as the tax basis of such Assets to
the Reorganizing Fund immediately prior to the Reorganization. The holding
period of the Assets of each Reorganizing Fund in the hands of the corresponding
Surviving Fund will include the period during which those Assets were held by
the Reorganizing Fund.
Such opinion shall be based on customary assumptions and such representations as
Sidley Austin LLP may reasonably request, and the Reorganizing Funds and
Surviving Funds will cooperate to make and certify the accuracy of such
representations. Notwithstanding anything herein to the contrary, neither the
Trust nor the Corporation may waive the conditions set forth in this paragraph
8.5.
8.6 PURCHASE AGREEMENT. All conditions under the Agreement, dated December 13,
2006, by and among Sentinel Asset Management, Inc., Synovus Investment Advisors,
Inc. and Synovus Financial Corp. ("Purchase Agreement") to Closing (as defined
in the Purchase Agreement) shall have been or concurrently be satisfied or
waived as contemplated by the Purchase Agreement.
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ARTICLE IX
EXPENSES
Unless otherwise agreed by Sentinel Asset Management, Inc. and Synovus
Investment Advisors, Inc., Sentinel Asset Management, Inc., Synovus Investment
Advisors, Inc. and/or their affiliates will bear and pay all fees and expenses
associated with Surviving Funds' and Reorganizing Funds' participation in the
Reorganization without regard to whether the applicable Reorganization is
consummated (and, except as provided in the following proviso, in no event shall
the Surviving Funds or Reorganizing Funds bear such expenses), provided,
however, that each Surviving Fund shall bear its expenses associated with the
qualification of Surviving Fund Shares for sale in the various states and each
Reorganizing Fund will bear its own expenses related to transactions in its
portfolio securities in anticipation of a Reorganization. Reorganization
expenses include, without limitation: (a) expenses associated with the
preparation and filing of the Proxy Materials; (b) postage; (c) printing; (d)
accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of
the transaction; and (g) other related administrative or operational costs.
All such fees and expenses so borne and paid by Sentinel Asset Management, Inc.,
Synovus Investment Advisors, Inc. and/or their affiliates shall be solely and
directly related to the transactions contemplated by this Agreement and shall be
paid directly by Sentinel Asset Management, Inc, Synovus Investment Advisors,
Inc. and/or their affiliates to the relevant providers of services or other
payees in accordance with the principles set forth in the Internal Revenue
Service Rev. Ruling 73-54, 1973-1 C.B. 187.
ARTICLE X
ENTIRE AGREEMENT
The parties agree that neither party has made to the other party any
representation, warranty and/or covenant not set forth herein, and that this
Agreement constitutes the entire agreement between the parties.
ARTICLE XI
TERMINATION
This Agreement will automatically terminate upon any termination of the Purchase
Agreement prior to or on the Closing Date. This Agreement may be terminated by
the mutual agreement of the Trust and the Corporation. In addition, either the
Trust or the Corporation may at its option terminate this Agreement at or before
the Closing Date due to:
a) a breach by the other of any representation, warranty, or agreement contained
herein to be performed at or before the Closing Date, if not cured within 30
days;
b) a condition herein expressed to be precedent to the obligations of the
terminating party that has not been met and it reasonably appears that it will
not or cannot be met; or
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c) a determination by a party's Board of Directors/Trustees, as appropriate,
that the consummation of the transactions contemplated herein is not in the best
interest of the Corporation or the Trust, respectively, and notice given to the
other party hereto.
In the event of any such termination, in the absence of willful default, there
shall be no liability for damages on the part of any of the Corporation,
Surviving Funds, Trust, Reorganizing Funds or their respective
directors/trustees or officers, to the other party or its directors/trustees or
officers.
ARTICLE XII
AMENDMENTS
This Agreement may be amended, modified, or supplemented in such manner as may
be mutually agreed upon in writing by the officers of the Corporation and the
Trust; provided, however, that following the meeting of the Reorganizing Fund
Shareholders called by the Reorganizing Fund pursuant to paragraph 5.2 of this
Agreement, no such amendment may have the effect of changing the provisions for
determining the number of Surviving Fund Shares to be issued to the
corresponding Reorganizing Fund Shareholders under this Agreement to the
detriment of such shareholders without their further approval.
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 HEADINGS. The Article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
13.3 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Vermont, without regard to the conflict
of laws rules of that or any other jurisdiction.
13.4 SUCCESSORS AND ASSIGNMENTS. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns, but,
except as provided in this paragraph, no assignment or transfer hereof or of any
rights or obligations hereunder shall be made by any party without the written
consent of the other party. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give any person, firm, or corporation,
other than the parties hereto and their respective successors and assigns, any
rights or remedies under or by reason of this Agreement.
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13.5 MASSACHUSETTS BUSINESS TRUST. The Trust is a business trust organized under
Massachusetts law and under a Declaration of Trust, to which reference is hereby
made and a copy of which is on file at the office of the Secretary of The
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of the Trust
or any Reorganizing Fund entered into in the name or on behalf thereof by any of
the Trustees, officers, employees or agents are not made individually, but in
such capacities; and are not binding upon any of the Trustees, officers,
employees, agents or shareholders of the Trust personally, but only the assets
of the Trust and all persons dealing with any series or funds of the Trust, such
as the Reorganizing Funds, with respect to all obligations contained in this
Agreement, must look solely to the assets of the Trust belonging to such series
or fund for the enforcement of any claims against the Trust.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the
date first written above.
SENTINEL GROUP FUNDS, INC., on behalf of the
Sentinel Common Stock Fund, Sentinel Mid Cap
Value Fund, Sentinel Government Securities
Fund and Sentinel Georgia Municipal Bond Fund
------------------------------------------
Xxxxxxxxx X. Xxxxxxxx
President & Chief Executive Officer
THE ADVISORS' INNER CIRCLE FUND, on
behalf of the Large Cap Core Equity Fund,
Mid Cap Value Fund, Intermediate-Term Bond
Fund and Georgia Municipal Bond Fund
------------------------------------------
Xxxxx X. Xxxx
President
SYNOVUS INVESTMENT ADVISORS, INC.,
solely with respect to paragraph 1.4
------------------------------------------
Xxxxxxx X. Xxxxx
President
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