AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization dated as of June 1, 2005, is by
and among Columbia International Stock Fund, Inc. (the "Acquired Fund"), an
Oregon Corporation; Columbia Funds Series Trust I (the "Acquiring Trust"), a
Massachusetts business trust, on behalf of its Columbia International Stock Fund
series (the "Acquiring Fund"); and Columbia Management Advisors, Inc.
("Columbia").
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Sections 361(a) and Section
368(a) of the United States Internal Revenue Code of 1986, as amended (the
"Code"), and any successor provision. The reorganization will consist of the
transfer of all of the assets of the Acquired Fund attributable to each class of
its shares in exchange for shares of the same class of shares of the Acquiring
Fund (the "Acquisition Shares"), and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund and the distribution of the Acquisition Shares
to the relevant shareholders of the Acquired Fund in liquidation of the Acquired
Fund, all upon the terms and conditions set forth in this Agreement.
In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:
TRANSFER OF ASSETS OF ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF LIABILITIES
AND ACQUISITION SHARES AND LIQUIDATION OF ACQUIRED FUND.
- SUBJECT TO THE TERMS AND CONDITIONS HEREIN SET FORTH AND ON THE
BASIS OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN,
i) THE ACQUIRED FUND WILL TRANSFER AND DELIVER TO THE ACQUIRING
FUND, AND THE ACQUIRING FUND WILL ACQUIRE, ALL THE ASSETS OF
THE ACQUIRED FUND AS SET FORTH IN PARAGRAPH 1.2;
ii) THE ACQUIRING FUND WILL ASSUME ALL OF THE ACQUIRED FUND'S
LIABILITIES AND OBLIGATIONS OF ANY KIND WHATSOEVER, WHETHER
ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE, IN EXISTENCE ON
THE CLOSING DATE (AS DEFINED IN PARAGRAPH 1.2 HEREOF) (THE
"OBLIGATIONS"); AND
iii) THE ACQUIRING FUND WILL ISSUE AND DELIVER TO THE ACQUIRED FUND
IN EXCHANGE FOR THE NET ASSETS ATTRIBUTABLE TO EACH CLASS OF
ITS SHARES THE NUMBER OF ACQUISITION SHARES OF THE
CORRESPONDING CLASS (INCLUDING FRACTIONAL SHARES, IF ANY)
DETERMINED BY DIVIDING THE VALUE OF SUCH NET ASSETS, COMPUTED
IN THE MANNER AND AS OF THE TIME AND DATE SET FORTH IN
PARAGRAPH 2.1, BY THE NET ASSET VALUE OF ONE ACQUISITION SHARE
OF THE APPLICABLE CLASS COMPUTED IN THE MANNER AND AS OF THE
TIME AND DATE SET FORTH IN PARAGRAPH 2.2. SUCH TRANSACTIONS
SHALL TAKE PLACE AT THE CLOSING PROVIDED FOR IN PARAGRAPH 3.1
(THE "CLOSING").
- THE ASSETS OF THE ACQUIRED FUND TO BE ACQUIRED BY THE ACQUIRING FUND
SHALL CONSIST OF ALL CASH, SECURITIES, DIVIDENDS AND INTEREST
RECEIVABLE, RECEIVABLES FOR SHARES SOLD AND ALL OTHER ASSETS WHICH
ARE OWNED BY THE ACQUIRED FUND ON THE CLOSING DATE PROVIDED IN
PARAGRAPH 3.1 (THE "CLOSING DATE") AND ANY DEFERRED EXPENSES, OTHER
THAN UNAMORTIZED ORGANIZATIONAL EXPENSES, SHOWN AS AN ASSET ON THE
BOOKS OF THE ACQUIRED FUND ON THE CLOSING DATE. THE ACQUIRING FUND
AGREES THAT ALL RIGHTS TO INDEMNIFICATION AND ALL LIMITATIONS OF
LIABILITY EXISTING IN FAVOR OF THE ACQUIRED FUND'S CURRENT AND
FORMER DIRECTORS AND OFFICERS, ACTING IN THEIR CAPACITIES AS SUCH,
UNDER THE ACQUIRED FUND'S ARTICLES OF INCORPORATION AND BYLAWS AS IN
EFFECT AS OF THE DATE OF THIS AGREEMENT SHALL SURVIVE THE
REORGANIZATION AS OBLIGATIONS OF THE ACQUIRING FUND AND SHALL
CONTINUE IN FULL FORCE
AND EFFECT, WITHOUT ANY AMENDMENT THERETO, AND SHALL CONSTITUTE
RIGHTS WHICH MAY BE ASSERTED AGAINST THE ACQUIRING FUND, ITS
SUCCESSORS OR ASSIGNS.
- AS PROVIDED IN PARAGRAPH 3.4, AS SOON AFTER THE CLOSING DATE AS IS
CONVENIENTLY PRACTICABLE (THE "LIQUIDATION DATE"), THE ACQUIRED FUND
WILL LIQUIDATE AND DISTRIBUTE PRO RATA TO SHAREHOLDERS OF RECORD OF
EACH CLASS OF SHARES, DETERMINED AS OF THE CLOSE OF BUSINESS ON THE
VALUATION DATE (AS DEFINED IN PARAGRAPH 2.1), THE ACQUISITION SHARES
OF THE RELEVANT CLASS RECEIVED BY THE ACQUIRED FUND PURSUANT TO
PARAGRAPH 1.1. SUCH LIQUIDATION AND DISTRIBUTION WILL BE
ACCOMPLISHED BY THE TRANSFER OF THE ACQUISITION SHARES THEN CREDITED
TO THE ACCOUNT OF THE ACQUIRED FUND ON THE BOOKS OF THE ACQUIRING
FUND TO OPEN ACCOUNTS ON THE SHARE RECORDS OF THE ACQUIRING FUND IN
THE NAMES OF THE ACQUIRED FUND SHAREHOLDERS AND REPRESENTING THE
RESPECTIVE PRO RATA NUMBER OF ACQUISITION SHARES DUE SUCH
SHAREHOLDERS. THE ACQUIRING FUND SHALL NOT BE OBLIGATED TO ISSUE
CERTIFICATES REPRESENTING ACQUISITION SHARES IN CONNECTION WITH SUCH
EXCHANGE.
- WITH RESPECT TO ACQUISITION SHARES DISTRIBUTABLE PURSUANT TO
PARAGRAPH 1.3 TO AN ACQUIRED FUND SHAREHOLDER HOLDING A CERTIFICATE
OR CERTIFICATES FOR SHARES OF THE ACQUIRED FUND, IF ANY, ON THE
VALUATION DATE, THE ACQUIRED FUND WILL NOT PERMIT SUCH SHAREHOLDER
TO RECEIVE ACQUISITION SHARE CERTIFICATES THEREFOR, EXCHANGE SUCH
ACQUISITION SHARES FOR SHARES OF OTHER INVESTMENT COMPANIES, EFFECT
AN ACCOUNT TRANSFER OF SUCH ACQUISITION SHARES, OR PLEDGE OR REDEEM
SUCH ACQUISITION SHARES UNTIL SUCH ACQUIRED FUND SHAREHOLDER HAS
SURRENDERED ALL HIS OR HER OUTSTANDING CERTIFICATES FOR ACQUIRED
FUND SHARES OR, IN THE EVENT OF LOST CERTIFICATES, POSTED ADEQUATE
BOND.
- IF APPLICABLE, AS SOON AS PRACTICABLE AFTER THE CLOSING DATE, THE
ACQUIRED FUND SHALL FILE AN APPLICATION PURSUANT TO SECTION 8(F) OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"), FOR
AN ORDER DECLARING THAT IT HAS CEASED TO BE AN INVESTMENT COMPANY
AND, UPON RECEIPT OF SUCH ORDER, SHALL MAKE ALL FILINGS AND TAKE ALL
OTHER STEPS AS SHALL BE NECESSARY AND PROPER TO EFFECT ITS COMPLETE
DISSOLUTION UNDER OREGON LAW. AFTER THE CLOSING DATE, THE ACQUIRED
FUND SHALL NOT CONDUCT ANY BUSINESS EXCEPT IN CONNECTION WITH ITS
LIQUIDATION, DEREGISTRATION (IF APPLICABLE), AND DISSOLUTION.
VALUATION.
- FOR THE PURPOSE OF PARAGRAPH 1, THE VALUE OF THE ACQUIRED FUND'S
ASSETS TO BE ACQUIRED BY THE ACQUIRING FUND HEREUNDER SHALL BE THE
VALUE OF SUCH ASSETS COMPUTED AS OF THE CLOSE OF REGULAR TRADING ON
THE NEW YORK STOCK EXCHANGE ON THE BUSINESS DAY NEXT PRECEDING THE
CLOSING (SUCH TIME AND DATE BEING HEREIN CALLED THE "VALUATION
DATE") USING THE VALUATION PROCEDURES SET FORTH IN THE
ORGANIZATIONAL DOCUMENTS OF THE ACQUIRING FUND AND THE THEN CURRENT
PROSPECTUS OR PROSPECTUSES OR STATEMENT OR STATEMENTS OF ADDITIONAL
INFORMATION OF THE ACQUIRING FUND (COLLECTIVELY, AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, THE "ACQUIRING FUND PROSPECTUS") FOR
DETERMINING NET ASSET VALUE, AND SHALL BE CERTIFIED BY THE ACQUIRED
FUND.
- FOR THE PURPOSE OF PARAGRAPH 2.1, THE NET ASSET VALUE OF AN
ACQUISITION SHARE OF EACH CLASS SHALL BE THE NET ASSET VALUE PER
SHARE COMPUTED AS OF THE CLOSE OF REGULAR TRADING ON THE NEW YORK
STOCK EXCHANGE ON THE VALUATION DATE, USING THE VALUATION PROCEDURES
SET FORTH IN THE ORGANIZATIONAL DOCUMENTS OF THE ACQUIRING FUND AND
THE ACQUIRING FUND PROSPECTUS.
CLOSING AND CLOSING DATE.
- THE CLOSING DATE SHALL BE ON OCTOBER 10, 2005, OR ON SUCH OTHER DATE
AS THE PARTIES MAY AGREE. THE CLOSING SHALL BE HELD AT COLUMBIA'S
OFFICES, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (OR SUCH
OTHER PLACE AS THE PARTIES MAY AGREE), AT SUCH TIME AS THE PARTIES
MAY AGREE.
- THE PORTFOLIO SECURITIES OF THE ACQUIRED FUND SHALL BE MADE
AVAILABLE BY THE ACQUIRED FUND TO THE CUSTODIAN FOR THE ACQUIRING
FUND (THE "CUSTODIAN"), FOR EXAMINATION NO LATER THAN FIVE BUSINESS
DAYS PRECEDING THE VALUATION DATE. ON THE CLOSING DATE, SUCH
PORTFOLIO SECURITIES AND ALL THE ACQUIRED FUND'S CASH SHALL BE
DELIVERED BY THE ACQUIRED FUND TO THE CUSTODIAN FOR THE ACCOUNT OF
THE ACQUIRING FUND, SUCH PORTFOLIO SECURITIES TO BE DULY ENDORSED IN
PROPER FORM FOR TRANSFER IN SUCH MANNER AND CONDITION AS TO
CONSTITUTE GOOD DELIVERY THEREOF IN ACCORDANCE WITH THE CUSTOM OF
BROKERS OR, IN THE CASE OF PORTFOLIO SECURITIES HELD IN THE U.S.
TREASURY DEPARTMENT'S BOOK-ENTRY SYSTEM OR BY THE DEPOSITORY TRUST
COMPANY, PARTICIPANTS TRUST COMPANY OR OTHER THIRD PARTY
DEPOSITORIES, BY TRANSFER TO THE ACCOUNT OF THE CUSTODIAN IN
ACCORDANCE WITH RULE 17F-4, RULE 17F-5 OR RULE 17F-7, AS THE CASE
MAY BE, UNDER THE 1940 ACT AND ACCOMPANIED BY ALL NECESSARY FEDERAL
AND STATE STOCK TRANSFER STAMPS OR A CHECK FOR THE APPROPRIATE
PURCHASE PRICE THEREOF. THE CASH DELIVERED SHALL BE IN THE FORM OF
CURRENCY OR CERTIFIED OR OFFICIAL BANK CHECKS, PAYABLE TO THE ORDER
OF "STATE STREET BANK AND TRUST COMPANY, CUSTODIAN FOR COLUMBIA
INTERNATIONAL STOCK FUND."
- IN THE EVENT THAT ON THE VALUATION DATE (A) THE NEW YORK STOCK
EXCHANGE SHALL BE CLOSED TO TRADING OR TRADING THEREON SHALL BE
RESTRICTED, OR (B) TRADING OR THE REPORTING OF TRADING ON SAID
EXCHANGE OR ELSEWHERE SHALL BE DISRUPTED SO THAT ACCURATE APPRAISAL
OF THE VALUE OF THE NET ASSETS OF THE ACQUIRED FUND OR THE ACQUIRING
FUND IS IMPRACTICABLE, THE CLOSING DATE SHALL BE POSTPONED UNTIL THE
FIRST BUSINESS DAY AFTER THE DAY WHEN TRADING SHALL HAVE BEEN FULLY
RESUMED AND REPORTING SHALL HAVE BEEN RESTORED; PROVIDED THAT IF
TRADING SHALL NOT BE FULLY RESUMED AND REPORTING RESTORED WITHIN
THREE BUSINESS DAYS OF THE VALUATION DATE, THIS AGREEMENT MAY BE
TERMINATED BY EITHER THE ACQUIRED FUND OR THE ACQUIRING FUND UPON
THE GIVING OF WRITTEN NOTICE TO THE OTHER PARTY.
- AT THE CLOSING, THE ACQUIRED FUND OR ITS TRANSFER AGENT SHALL
DELIVER TO THE ACQUIRING FUND OR ITS DESIGNATED AGENT A LIST OF THE
NAMES AND ADDRESSES OF THE ACQUIRED FUND SHAREHOLDERS AND THE NUMBER
OF OUTSTANDING SHARES OF EACH CLASS OF THE ACQUIRED FUND OWNED BY
EACH ACQUIRED FUND SHAREHOLDER, ALL AS OF THE CLOSE OF BUSINESS ON
THE VALUATION DATE, CERTIFIED BY ANY VICE PRESIDENT, SECRETARY OR
ASSISTANT SECRETARY OF THE ACQUIRED FUND. THE TRUST WILL PROVIDE TO
THE ACQUIRED FUND EVIDENCE SATISFACTORY TO THE ACQUIRED FUND THAT
THE ACQUISITION SHARES ISSUABLE PURSUANT TO PARAGRAPH 1.1 HAVE BEEN
CREDITED TO THE ACQUIRED FUND'S ACCOUNT ON THE BOOKS OF THE
ACQUIRING FUND. ON THE LIQUIDATION DATE, THE ACQUIRING FUND WILL
PROVIDE TO THE ACQUIRED FUND EVIDENCE SATISFACTORY TO THE ACQUIRED
FUND THAT SUCH ACQUISITION SHARES HAVE BEEN CREDITED PRO RATA TO
OPEN ACCOUNTS IN THE NAMES OF THE ACQUIRED FUND SHAREHOLDERS AS
PROVIDED IN PARAGRAPH 1.3.
- AT THE CLOSING, EACH PARTY SHALL DELIVER TO THE OTHER SUCH BILLS OF
SALE, INSTRUMENTS OF ASSUMPTION OF LIABILITIES, CHECKS, ASSIGNMENTS,
STOCK CERTIFICATES, RECEIPTS OR OTHER DOCUMENTS AS SUCH OTHER PARTY
OR ITS COUNSEL MAY REASONABLY REQUEST IN CONNECTION WITH THE
TRANSFER OF ASSETS, ASSUMPTION OF LIABILITIES AND LIQUIDATION
CONTEMPLATED BY PARAGRAPH 1.
REPRESENTATIONS AND WARRANTIES.
- THE ACQUIRED FUND REPRESENTS AND WARRANTS THE FOLLOWING TO THE
ACQUIRING FUND AS OF THE DATE HEREOF AND AGREES TO CONFIRM THE
CONTINUING ACCURACY AND COMPLETENESS IN ALL MATERIAL RESPECTS OF THE
FOLLOWING ON THE CLOSING DATE:
i) THE ACQUIRED FUND IS DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF OREGON;
ii) THE ACQUIRED FUND IS A DULY REGISTERED INVESTMENT COMPANY
CLASSIFIED AS A MANAGEMENT COMPANY OF THE OPEN-END TYPE AND
ITS REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION
AS AN INVESTMENT COMPANY UNDER THE 1940 ACT IS IN FULL FORCE
AND EFFECT;
iii) THE ACQUIRED FUND IS NOT IN VIOLATION IN ANY MATERIAL RESPECT
OF ANY PROVISION OF ITS ARTICLES OF INCORPORATION AND BYLAWS
OR OF ANY AGREEMENT, INDENTURE, INSTRUMENT, CONTRACT, LEASE OR
OTHER UNDERTAKING TO WHICH THE ACQUIRED FUND IS A PARTY OR BY
WHICH THE ACQUIRED FUND IS BOUND, AND THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT WILL NOT RESULT IN ANY SUCH
VIOLATION;
iv) THE ACQUIRED FUND HAS NO MATERIAL CONTRACTS OR OTHER
COMMITMENTS (OTHER THAN THIS AGREEMENT AND SUCH OTHER
CONTRACTS AS MAY BE ENTERED INTO IN THE ORDINARY COURSE OF ITS
BUSINESS) WHICH IF TERMINATED MAY RESULT IN MATERIAL LIABILITY
TO THE ACQUIRED FUND OR UNDER WHICH (WHETHER OR NOT
TERMINATED) ANY MATERIAL PAYMENTS FOR PERIODS SUBSEQUENT TO
THE CLOSING DATE WILL BE DUE FROM THE ACQUIRED FUND;
v) TO THE KNOWLEDGE OF THE ACQUIRED FUND, EXCEPT AS HAS BEEN
DISCLOSED IN WRITING TO THE ACQUIRING FUND, NO LITIGATION OR
ADMINISTRATIVE PROCEEDING OR INVESTIGATION OF OR BEFORE ANY
COURT OR GOVERNMENTAL BODY IS PRESENTLY PENDING OR THREATENED
AS TO THE ACQUIRED FUND, ANY OF ITS PROPERTIES OR ASSETS, OR
ANY PERSON WHOM THE ACQUIRED FUND MAY BE OBLIGATED TO
INDEMNIFY IN CONNECTION WITH SUCH LITIGATION, PROCEEDING OR
INVESTIGATION, AND IS NOT A PARTY TO OR SUBJECT TO THE
PROVISIONS OF ANY ORDER, DECREE OR JUDGMENT OF ANY COURT OR
GOVERNMENTAL BODY, WHICH MATERIALLY AND ADVERSELY AFFECTS ITS
BUSINESS OR ITS ABILITY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY;
vi) THE STATEMENT OF ASSETS AND LIABILITIES, THE STATEMENT OF
OPERATIONS, THE STATEMENT OF CHANGES IN NET ASSETS, AND THE
SCHEDULE OF INVESTMENTS OF THE ACQUIRED FUND, AS OF AND FOR
ITS MOST RECENTLY COMPLETED FISCAL YEAR, AUDITED BY
PRICEWATERHOUSECOOPERS LLP (AND, IF APPLICABLE, AN UNAUDITED
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS,
STATEMENT OF CHANGES IN NET ASSETS AND SCHEDULE OF INVESTMENTS
FOR ANY SUBSEQUENT SEMIANNUAL PERIOD FOLLOWING THE MOST
RECENTLY COMPLETED FISCAL YEAR), COPIES OF WHICH HAVE BEEN
FURNISHED TO THE ACQUIRING FUND, FAIRLY REFLECT THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF THE ACQUIRED FUND AS OF
SUCH DATES AND FOR THE PERIODS THEN ENDED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED,
AND THE ACQUIRED FUND HAS NO KNOWN LIABILITIES OF A MATERIAL
AMOUNT, CONTINGENT OR OTHERWISE, OTHER THAN THOSE SHOWN ON THE
STATEMENTS OF ASSETS REFERRED TO ABOVE OR THOSE INCURRED IN
THE ORDINARY COURSE OF ITS BUSINESS SINCE THE DATE OF THE
ACQUIRED FUND'S MOST RECENTLY COMPLETED FISCAL YEAR;
vii) SINCE THE DATE OF THE ACQUIRED FUND'S MOST RECENTLY COMPLETED
FISCAL YEAR, THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN
THE ACQUIRED FUND'S FINANCIAL CONDITION, ASSETS, LIABILITIES
OR BUSINESS (OTHER THAN CHANGES
OCCURRING IN THE ORDINARY COURSE OF BUSINESS), OR ANY
INCURRENCE BY THE ACQUIRED FUND OF INDEBTEDNESS, EXCEPT AS
DISCLOSED IN WRITING TO THE ACQUIRING FUND. FOR THE PURPOSES
OF THIS SUBPARAGRAPH (G), DISTRIBUTIONS OF NET INVESTMENT
INCOME AND NET REALIZED CAPITAL GAINS, CHANGES IN PORTFOLIO
SECURITIES, CHANGES IN THE MARKET VALUE OF PORTFOLIO
SECURITIES OR NET REDEMPTIONS SHALL BE DEEMED TO BE IN THE
ORDINARY COURSE OF BUSINESS;
viii) AS OF THE CLOSING DATE, ALL FEDERAL AND OTHER TAX RETURNS AND
REPORTS OF THE ACQUIRED FUND REQUIRED BY LAW TO HAVE BEEN
FILED BY SUCH DATE (GIVING EFFECT TO EXTENSIONS) SHALL HAVE
BEEN FILED, AND ALL FEDERAL AND OTHER TAXES SHOWN TO BE DUE ON
SUCH RETURNS AND REPORTS OR ON ANY ASSESSMENT RECEIVED SHALL
HAVE BEEN PAID, OR PROVISIONS SHALL HAVE BEEN MADE FOR THE
PAYMENT THEREOF. ALL OF THE ACQUIRED FUND'S TAX LIABILITIES
WILL HAVE BEEN ADEQUATELY PROVIDED FOR ON ITS BOOKS. TO THE
BEST OF THE ACQUIRED FUND'S KNOWLEDGE, IT WILL NOT HAVE HAD
ANY TAX DEFICIENCY OR LIABILITY ASSERTED AGAINST IT OR
QUESTION WITH RESPECT THERETO RAISED, AND IT WILL NOT BE UNDER
AUDIT BY THE INTERNAL REVENUE SERVICE OR BY ANY STATE OR LOCAL
TAX AUTHORITY FOR TAXES IN EXCESS OF THOSE ALREADY PAID;
ix) THE ACQUIRED FUND MEETS THE REQUIREMENTS OF SUBCHAPTER M OF
THE CODE FOR TREATMENT AS A "REGULATED INVESTMENT COMPANY"
WITHIN THE MEANING OF SECTION 851 OF THE CODE, AND WILL
CONTINUE MEETING SUCH REQUIREMENTS AT ALL TIMES THROUGH THE
CLOSING DATE. THE ACQUIRED FUND HAS NOT AT ANY TIME SINCE ITS
INCEPTION BEEN LIABLE FOR NOR IS NOW LIABLE FOR ANY MATERIAL
INCOME OR EXCISE TAX PURSUANT TO SECTION 852 OR 4982 OF THE
CODE. THE ACQUIRED FUND HAS DULY FILED ALL FEDERAL, STATE,
LOCAL AND FOREIGN TAX RETURNS WHICH ARE REQUIRED TO HAVE BEEN
FILED, AND ALL TAXES OF THE ACQUIRED FUND WHICH ARE DUE AND
PAYABLE HAVE BEEN PAID EXCEPT FOR AMOUNTS THAT ALONE OR IN THE
AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT. THE ACQUIRED FUND IS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH APPLICABLE REGULATIONS OF THE INTERNAL
REVENUE SERVICE PERTAINING TO THE REPORTING OF DIVIDENDS AND
OTHER DISTRIBUTIONS ON AND REDEMPTIONS OF ITS CAPITAL STOCK
AND TO WITHHOLDING IN RESPECT OF DIVIDENDS AND OTHER
DISTRIBUTIONS TO SHAREHOLDERS, AND IS NOT LIABLE FOR ANY
MATERIAL PENALTIES WHICH COULD BE IMPOSED THEREUNDER;
x) EXHIBIT A ATTACHED HERETO SETS FORTH THE AUTHORIZED CAPITAL OF
THE ACQUIRED FUND. ALL ISSUED AND OUTSTANDING SHARES OF THE
ACQUIRED FUND ARE, AND AT THE CLOSING DATE WILL BE, DULY AND
VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND NON-ASSESSABLE
(EXCEPT AS SET FORTH IN THE ACQUIRED FUND'S THEN CURRENT
PROSPECTUS OR PROSPECTUSES OR STATEMENT OR STATEMENTS OF
ADDITIONAL INFORMATION (COLLECTIVELY, AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, THE "ACQUIRED FUND
PROSPECTUS")) BY THE ACQUIRED FUND AND WILL HAVE BEEN ISSUED
IN COMPLIANCE WITH ALL APPLICABLE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES
LAWS. EXCEPT AS SET FORTH ON EXHIBIT A ATTACHED HERETO, NO
OPTIONS, WARRANTS OR OTHER RIGHTS TO SUBSCRIBE FOR OR
PURCHASE, OR SECURITIES CONVERTIBLE INTO, ANY SHARES OF COMMON
STOCK OF THE ACQUIRED FUND ARE OUTSTANDING AND NONE WILL BE
OUTSTANDING ON THE CLOSING DATE;
xi) THE ACQUIRED FUND'S INVESTMENT OPERATIONS FROM INCEPTION TO
THE DATE HEREOF HAVE BEEN IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE INVESTMENT POLICIES AND INVESTMENT
RESTRICTIONS SET FORTH IN THE ACQUIRED FUND PROSPECTUS, EXCEPT
AS PREVIOUSLY DISCLOSED IN WRITING TO THE ACQUIRING FUND;
xii) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAS
BEEN DULY AUTHORIZED BY THE DIRECTORS OF THE ACQUIRED FUND,
AND, UPON APPROVAL THEREOF BY THE REQUIRED MAJORITY OF THE
SHAREHOLDERS OF THE ACQUIRED FUND, THIS AGREEMENT WILL
CONSTITUTE THE VALID AND BINDING OBLIGATION OF THE ACQUIRED
FUND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS EXCEPT AS THE
SAME MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION
OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY AND OTHER EQUITABLE PRINCIPLES;
xiii) THE ACQUISITION SHARES TO BE ISSUED TO THE ACQUIRED FUND
PURSUANT TO PARAGRAPH 1 WILL NOT BE ACQUIRED FOR THE PURPOSE
OF MAKING ANY DISTRIBUTION THEREOF OTHER THAN TO THE ACQUIRED
FUND SHAREHOLDERS AS PROVIDED IN PARAGRAPH 1.3;
xiv) THE INFORMATION PROVIDED BY THE ACQUIRED FUND FOR USE IN THE
PROXY STATEMENT REFERRED TO IN PARAGRAPH 5.3 SHALL BE ACCURATE
AND COMPLETE IN ALL MATERIAL RESPECTS AND SHALL COMPLY WITH
FEDERAL SECURITIES AND OTHER LAWS AND REGULATIONS AS
APPLICABLE THERETO;
xv) NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF ANY COURT OR
GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE CONSUMMATION BY THE
ACQUIRED FUND OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, EXCEPT SUCH AS MAY BE REQUIRED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"), THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT"), THE 1940
ACT AND STATE SECURITIES OR "BLUE SKY" LAWS (WHICH TERMS USED
HEREIN SHALL INCLUDE THE LAWS OF THE DISTRICT OF COLUMBIA AND
OF PUERTO RICO);
xvi) AT THE CLOSING DATE, THE ACQUIRED FUND WILL HAVE GOOD AND
MARKETABLE TITLE TO ITS ASSETS TO BE TRANSFERRED TO THE
ACQUIRING FUND PURSUANT TO PARAGRAPH 1.1 AND WILL HAVE FULL
RIGHT, POWER AND AUTHORITY TO SELL, ASSIGN, TRANSFER AND
DELIVER THE INVESTMENTS (AS DEFINED BELOW) AND ANY OTHER
ASSETS AND LIABILITIES OF THE ACQUIRED FUND TO BE TRANSFERRED
TO THE ACQUIRING FUND PURSUANT TO THIS AGREEMENT. AT THE
CLOSING DATE, SUBJECT ONLY TO THE DELIVERY OF THE INVESTMENTS
AND ANY SUCH OTHER ASSETS AND LIABILITIES AND PAYMENT THEREFOR
AS CONTEMPLATED BY THIS AGREEMENT, THE ACQUIRING FUND WILL
ACQUIRE GOOD AND MARKETABLE TITLE THERETO AND WILL ACQUIRE THE
INVESTMENTS AND ANY SUCH OTHER ASSETS AND LIABILITIES SUBJECT
TO NO ENCUMBRANCES, LIENS OR SECURITY INTERESTS WHATSOEVER AND
WITHOUT ANY RESTRICTIONS UPON THE TRANSFER THEREOF, EXCEPT AS
PREVIOUSLY DISCLOSED TO THE ACQUIRING FUND. AS USED IN THIS
AGREEMENT, THE TERM "INVESTMENTS" SHALL MEAN THE ACQUIRED
FUND'S INVESTMENTS SHOWN ON THE SCHEDULE OF ITS INVESTMENTS AS
OF THE DATE OF ITS MOST RECENTLY COMPLETED FISCAL YEAR,
REFERRED TO IN SUBPARAGRAPH 4.1(F) HEREOF, AS SUPPLEMENTED
WITH SUCH CHANGES IN THE PORTFOLIO AS THE ACQUIRED FUND SHALL
MAKE, AND CHANGES RESULTING FROM STOCK DIVIDENDS, STOCK
SPLIT-UPS, MERGERS AND SIMILAR CORPORATE ACTIONS THROUGH THE
CLOSING DATE;
xvii) [RESERVED]; AND
xviii) NO REGISTRATION OF ANY OF THE INVESTMENTS WOULD BE REQUIRED
IF THEY WERE, AS OF THE TIME OF SUCH TRANSFER, THE SUBJECT OF
A PUBLIC DISTRIBUTION BY EITHER OF THE ACQUIRING FUND OR THE
ACQUIRED FUND, EXCEPT AS PREVIOUSLY DISCLOSED BY THE ACQUIRED
FUND TO THE ACQUIRING FUND.
- THE ACQUIRING FUND REPRESENTS AND WARRANTS THE FOLLOWING TO THE
ACQUIRED FUND AS OF THE DATE HEREOF AND AGREES TO CONFIRM THE
CONTINUING ACCURACY AND COMPLETENESS IN ALL MATERIAL RESPECTS OF THE
FOLLOWING ON THE CLOSING DATE:
i) THE ACQUIRING FUND IS DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS;
ii) THE ACQUIRING FUND IS A DULY REGISTERED INVESTMENT COMPANY
CLASSIFIED AS A MANAGEMENT COMPANY OF THE OPEN-END TYPE AND
ITS REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION
AS AN INVESTMENT COMPANY UNDER THE 1940 ACT IS IN FULL FORCE
AND EFFECT;
iii) AT THE CLOSING DATE, THE ACQUIRING FUND PROSPECTUS WILL
CONFORM IN ALL MATERIAL RESPECTS TO THE APPLICABLE
REQUIREMENTS OF THE 1933 ACT AND THE RULES AND REGULATIONS OF
THE SECURITIES AND EXCHANGE COMMISSION THEREUNDER AND WILL NOT
INCLUDE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, AND
THERE WILL BE NO MATERIAL CONTRACTS TO WHICH THE ACQUIRING
FUND IS A PARTY THAT ARE NOT REFERRED TO IN SUCH PROSPECTUS OR
IN THE REGISTRATION STATEMENT OF WHICH IT IS A PART;
iv) AT THE CLOSING DATE, THE ACQUIRING FUND WILL HAVE GOOD AND
MARKETABLE TITLE TO ITS ASSETS;
v) THE ACQUIRING FUND IS NOT IN VIOLATION IN ANY MATERIAL RESPECT
OF ANY PROVISIONS OF ITS ORGANIZATIONAL DOCUMENTS OR OF ANY
AGREEMENT, INDENTURE, INSTRUMENT, CONTRACT, LEASE OR OTHER
UNDERTAKING TO WHICH THE ACQUIRING FUND IS A PARTY OR BY WHICH
THE ACQUIRING FUND IS BOUND, AND THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT WILL NOT RESULT IN ANY SUCH
VIOLATION;
vi) TO THE KNOWLEDGE OF SUCH COUNSEL, EXCEPT AS HAS BEEN DISCLOSED
IN WRITING TO THE ACQUIRED FUND, NO LITIGATION OR
ADMINISTRATIVE PROCEEDING OR INVESTIGATION OF OR BEFORE ANY
COURT OR GOVERNMENTAL BODY IS PRESENTLY PENDING OR THREATENED
AS TO THE ACQUIRING FUND, ANY OF ITS PROPERTIES OR ASSETS, OR
ANY PERSON WHOM THE ACQUIRING FUND MAY BE OBLIGATED TO
INDEMNIFY IN CONNECTION WITH SUCH LITIGATION, PROCEEDING OR
INVESTIGATION, AND THE ACQUIRING 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;
vii) RESERVED;
viii) RESERVED;
ix) AS OF THE CLOSING DATE, THE ACQUIRING FUND SHALL HAVE NOT BEEN
REQUIRED BY LAW TO HAVE FILED ANY FEDERAL OR OTHER TAX RETURNS
OR REPORTS. ALL OF THE ACQUIRING FUND'S TAX LIABILITIES, IF
ANY, WILL HAVE BEEN ADEQUATELY PROVIDED FOR ON ITS BOOKS. TO
THE BEST OF THE ACQUIRING FUND'S KNOWLEDGE, IT WILL NOT HAVE
NOT HAVE HAD ANY TAX DEFICIENCY OR LIABILITY ASSERTED AGAINST
IT OR QUESTION WITH RESPECT THERETO RAISED, AND IT WILL NOT BE
UNDER AUDIT BY THE INTERNAL REVENUE SERVICE OR BY ANY STATE OR
LOCAL TAX AUTHORITY FOR TAXES IN EXCESS OF THOSE ALREADY PAID;
x) THE ACQUIRING FUND WAS ESTABLISHED BY THE TRUSTEES OF THE
ACQUIRING TRUST IN ORDER TO EFFECT THE TRANSACTIONS DESCRIBED
IN THIS AGREEMENT. IT HAS NOT YET FILED ITS FIRST FEDERAL
INCOME TAX RETURN AND, THUS, HAS NOT YET ELECTED TO BE TREATED
AS A "REGULATED INVESTMENT COMPANY" FOR FEDERAL INCOME TAX
PURPOSES. HOWEVER, UPON FILING ITS FIRST INCOME TAX RETURN AT
THE COMPLETION OF ITS FIRST TAXABLE YEAR, THE ACQUIRING FUND
WILL ELECT TO BE A "REGULATED INVESTMENT COMPANY" AND UNTIL
SUCH TIME WILL TAKE ALL STEPS NECESSARY TO ENSURE THAT IT
QUALIFIES FOR TAXATION AS A "REGULATED INVESTMENT COMPANY"
UNDER SECTIONS 851 AND 852 OF THE CODE.
xi) THE ACQUIRING FUND HAS NO SHARES OF BENEFICIAL INTEREST ISSUED
AND OUTSTANDING;
xii) RESERVED;
xiii) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF
THE ACQUIRING FUND, AND THIS AGREEMENT CONSTITUTES THE VALID
AND BINDING OBLIGATION OF THE ACQUIRING FUND ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS THE SAME MAY BE LIMITED
BY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY
AND OTHER EQUITABLE PRINCIPLES;
xiv) THE ACQUISITION SHARES TO BE ISSUED AND DELIVERED TO THE
ACQUIRED FUND PURSUANT TO THE TERMS OF THIS AGREEMENT WILL AT
THE CLOSING DATE HAVE BEEN DULY AUTHORIZED AND, WHEN SO ISSUED
AND DELIVERED, WILL BE DULY AND VALIDLY ISSUED SHARES IN THE
ACQUIRING FUND, AND WILL BE FULLY PAID AND NON-ASSESSABLE
(EXCEPT AS SET FORTH IN THE ACQUIRING FUND PROSPECTUS) BY THE
ACQUIRING FUND, AND NO SHAREHOLDER OF THE ACQUIRING FUND WILL
HAVE ANY PREEMPTIVE RIGHT OF SUBSCRIPTION OR PURCHASE IN
RESPECT THEREOF;
xv) THE INFORMATION TO BE FURNISHED BY THE ACQUIRING FUND FOR USE
IN THE PROXY STATEMENT REFERRED TO IN PARAGRAPH 5.3 SHALL BE
ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AND SHALL
COMPLY WITH FEDERAL SECURITIES AND OTHER LAWS AND REGULATIONS
APPLICABLE THERETO; AND
xvi) NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF ANY COURT OR
GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE CONSUMMATION BY THE
ACQUIRING FUND OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, EXCEPT SUCH AS MAY BE REQUIRED UNDER THE 1933 ACT,
THE 1934 ACT, THE 1940 ACT AND STATE SECURITIES OR "BLUE SKY"
LAWS (WHICH TERM AS USED HEREIN SHALL INCLUDE THE LAWS OF THE
DISTRICT OF COLUMBIA AND OF PUERTO RICO).
COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
The Acquired Fund and the Acquiring Fund each hereby covenants and agrees
with the other as follows:
- EACH OF THE ACQUIRING FUND AND THE ACQUIRED FUND EACH WILL OPERATE
ITS BUSINESS IN THE ORDINARY COURSE BETWEEN THE DATE HEREOF AND THE
CLOSING DATE, IT BEING UNDERSTOOD THAT SUCH ORDINARY COURSE OF
BUSINESS WILL INCLUDE REGULAR AND CUSTOMARY PERIODIC DIVIDENDS AND
DISTRIBUTIONS.
- THE ACQUIRED FUND WILL CALL A MEETING OF ITS SHAREHOLDERS TO BE HELD
PRIOR TO THE CLOSING DATE TO ELECT THE BOARD OF DIRECTORS OF THE
ACQUIRED FUND AND TAKE ALL OTHER
REASONABLE ACTION NECESSARY TO OBTAIN THE REQUIRED SHAREHOLDER
APPROVAL OF THE TRANSACTIONS CONTEMPLATED HEREBY.
- IN CONNECTION WITH THE ACQUIRED FUND SHAREHOLDERS' MEETING REFERRED
TO IN PARAGRAPH 5.2, THE ACQUIRED FUND WILL PREPARE A PROXY
STATEMENT FOR SUCH MEETING, TO BE DISTRIBUTED TO THE ACQUIRED FUND
SHAREHOLDERS PURSUANT HERETO, ALL IN COMPLIANCE WITH THE APPLICABLE
REQUIREMENTS OF THE 1934 ACT AND THE 1940 ACT.
- THE INFORMATION TO BE FURNISHED BY THE ACQUIRED FUND AND THE
ACQUIRING FUND FOR USE IN THE PROXY STATEMENT, AS REFERRED TO IN
PARAGRAPH 5.3, SHALL BE ACCURATE AND COMPLETE IN ALL MATERIAL
RESPECTS AND SHALL COMPLY WITH FEDERAL SECURITIES AND OTHER LAWS AND
REGULATIONS THEREUNDER APPLICABLE THERETO.
- THE ACQUIRING FUND WILL ADVISE THE ACQUIRED FUND PROMPTLY IF AT ANY
TIME PRIOR TO THE CLOSING DATE THE ASSETS OF THE ACQUIRED FUND
INCLUDE ANY SECURITIES WHICH THE ACQUIRING FUND IS NOT PERMITTED TO
ACQUIRE.
- SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE ACQUIRED FUND AND
THE ACQUIRING FUND 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 CAUSE THE CONDITIONS TO THE OTHER PARTY'S
OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY TO BE
MET OR FULFILLED AND OTHERWISE TO CONSUMMATE AND MAKE EFFECTIVE SUCH
TRANSACTIONS.
- THE ACQUIRING FUND WILL USE ALL REASONABLE EFFORTS TO OBTAIN THE
APPROVALS AND AUTHORIZATIONS REQUIRED BY THE 1933 ACT, THE 1940 ACT
AND SUCH OF THE STATE SECURITIES OR "BLUE SKY" LAWS AS IT MAY DEEM
APPROPRIATE IN ORDER TO CONTINUE ITS OPERATIONS AFTER THE CLOSING
DATE.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by them hereunder on or
before the Closing Date and, in addition thereto, to the following further
conditions:
- THE ACQUIRING FUND SHALL HAVE DELIVERED TO THE ACQUIRED FUND, A
CERTIFICATE EXECUTED IN ITS NAME BY ITS PRESIDENT OR A VICE
PRESIDENT AND ITS TREASURER OR AN ASSISTANT TREASURER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE ACQUIRED FUND AND DATED AS OF THE
CLOSING DATE, TO THE EFFECT THAT THE REPRESENTATIONS AND WARRANTIES
OF THE ACQUIRING FUND MADE IN THIS AGREEMENT ARE TRUE AND CORRECT AT
AND AS OF THE CLOSING DATE, EXCEPT AS THEY MAY BE AFFECTED BY THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND THAT THE ACQUIRING
FUND HAS COMPLIED WITH ALL THE COVENANTS AND AGREEMENTS AND
SATISFIED ALL OF THE CONDITIONS ON THEIR PARTS TO BE PERFORMED OR
SATISFIED UNDER THIS AGREEMENT AT OR PRIOR TO THE CLOSING DATE.
- THE ACQUIRED FUND SHALL HAVE RECEIVED A FAVORABLE OPINION OF ROPES &
▇▇▇▇ LLP DATED THE CLOSING DATE AND, IN A FORM SATISFACTORY TO THE
ACQUIRING FUND, TO THE FOLLOWING EFFECT:
i) THE ACQUIRING TRUST IS DULY ORGANIZED AND VALIDLY EXISTING
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND HAS
POWER TO OWN ALL OF ITS PROPERTIES AND ASSETS AND TO CARRY ON
ITS BUSINESS AS PRESENTLY CONDUCTED;
ii) THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED ON BEHALF OF THE ACQUIRING FUND AND, ASSUMING THE
PROXY STATEMENT REFERRED
TO IN PARAGRAPH 5.3 COMPLIES WITH APPLICABLE FEDERAL
SECURITIES LAWS AND ASSUMING THE DUE AUTHORIZATION, EXECUTION
AND DELIVERY OF THIS AGREEMENT BY THE ACQUIRED FUND IS THE
VALID AND BINDING OBLIGATION OF THE ACQUIRING FUND ENFORCEABLE
AGAINST THE ACQUIRING FUND IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS THE SAME MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY AND OTHER EQUITABLE PRINCIPLES;
iii) THE ACQUIRING FUND HAS THE POWER TO ASSUME THE LIABILITIES TO
BE ASSUMED BY IT HEREUNDER AND UPON CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY THE ACQUIRING FUND WILL HAVE
DULY ASSUMED SUCH LIABILITIES;
iv) THE ACQUISITION SHARES TO BE ISSUED FOR TRANSFER TO THE
ACQUIRED FUND SHAREHOLDERS AS PROVIDED BY THIS AGREEMENT ARE
DULY AUTHORIZED AND UPON SUCH TRANSFER AND DELIVERY WILL BE
VALIDLY ISSUED AND OUTSTANDING AND FULLY PAID AND
NONASSESSABLE SHARES IN THE ACQUIRING FUND, AND NO SHAREHOLDER
OF THE ACQUIRING FUND HAS ANY PREEMPTIVE RIGHT OF SUBSCRIPTION
OR PURCHASE IN RESPECT THEREOF;
v) THE EXECUTION AND DELIVERY OF THIS AGREEMENT DID NOT, AND THE
PERFORMANCE BY THE ACQUIRING FUND OF ITS OBLIGATIONS HEREUNDER
WILL NOT, VIOLATE THE ACQUIRING FUND'S ORGANIZATIONAL
DOCUMENTS, OR ANY PROVISION OF ANY AGREEMENT KNOWN TO SUCH
COUNSEL TO WHICH THE ACQUIRING FUND IS A PARTY OR BY WHICH IT
IS BOUND OR, TO THE KNOWLEDGE OF SUCH COUNSEL, RESULT IN THE
ACCELERATION OF ANY OBLIGATION OR THE IMPOSITION OF ANY
PENALTY UNDER ANY AGREEMENT, JUDGMENT, OR DECREE TO WHICH THE
ACQUIRING FUND IS A PARTY OR BY WHICH IT IS BOUND; VI) TO THE
KNOWLEDGE OF SUCH COUNSEL, NO CONSENT, APPROVAL, AUTHORIZATION
OR ORDER OF ANY COURT OR GOVERNMENTAL AUTHORITY IS REQUIRED
FOR THE CONSUMMATION BY THE ACQUIRING FUND OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT EXCEPT SUCH AS MAY BE REQUIRED
UNDER STATE SECURITIES OR "BLUE SKY" LAWS OR SUCH AS HAVE BEEN
OBTAINED;
vii) SUCH COUNSEL DOES NOT KNOW OF ANY LEGAL OR GOVERNMENTAL
PROCEEDINGS RELATING TO THE ACQUIRING FUND EXISTING ON OR
BEFORE THE DATE OF MAILING OF THE PROXY STATEMENT REFERRED TO
IN PARAGRAPH 5.3 OR THE CLOSING DATE REQUIRED TO BE DESCRIBED
IN THE PROXY STATEMENT WHICH ARE NOT DESCRIBED AS REQUIRED;
viii) THE ACQUIRING TRUST IS REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION AS AN INVESTMENT COMPANY UNDER THE 1940
ACT; AND
ix) TO THE KNOWLEDGE OF SUCH COUNSEL, EXCEPT AS HAS BEEN DISCLOSED
IN WRITING TO THE ACQUIRED FUND, NO LITIGATION OR
ADMINISTRATIVE PROCEEDING OR INVESTIGATION OF OR BEFORE ANY
COURT OR GOVERNMENTAL BODY IS PRESENTLY PENDING OR THREATENED
AS TO THE ACQUIRING FUND OR ANY OF ITS PROPERTIES OR ASSETS OR
ANY PERSON WHOM THE ACQUIRED FUND MAY BE OBLIGATED TO
INDEMNIFY IN CONNECTION WITH SUCH LITIGATION, PROCEEDING OR
INVESTIGATION, AND THE ACQUIRING 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
TRANSACTION CONTEMPLATED HEREBY.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, to the following further
conditions:
- THE ACQUIRED FUND SHALL HAVE DELIVERED TO THE ACQUIRING FUND A
CERTIFICATE EXECUTED IN ITS NAME BY ITS PRESIDENT OR A VICE
PRESIDENT AND ITS TREASURER OR AN ASSISTANT TREASURER, IN FORM AND
SUBSTANCE SATISFACTORY TO THE ACQUIRING FUND AND DATED AS OF THE
CLOSING DATE, TO THE EFFECT THAT THE REPRESENTATIONS AND WARRANTIES
OF THE ACQUIRED FUND MADE IN THIS AGREEMENT ARE TRUE AND CORRECT AT
AND AS OF THE CLOSING DATE, EXCEPT AS THEY MAY BE AFFECTED BY THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND THAT THE ACQUIRED
FUND HAVE COMPLIED WITH ALL THE COVENANTS AND AGREEMENTS AND
SATISFIED ALL OF THE CONDITIONS ON THEIR PARTS TO BE PERFORMED OR
SATISFIED UNDER THIS AGREEMENT AT OR PRIOR TO THE CLOSING DATE;
- THE ACQUIRING FUND SHALL HAVE RECEIVED A FAVORABLE OPINION OF ROPES
& ▇▇▇▇ LLP, DATED THE CLOSING DATE AND IN A FORM SATISFACTORY TO THE
ACQUIRING FUND, TO THE FOLLOWING EFFECT:
i) THE ACQUIRED FUND IS DULY ORGANIZED AND VALIDLY EXISTING UNDER
THE LAWS OF THE STATE OF OREGON AND HAS POWER TO OWN ALL OF
ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS
PRESENTLY CONDUCTED;
ii) THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED ON BEHALF OF THE ACQUIRED FUND AND, ASSUMING THE
PROXY STATEMENT REFERRED TO IN PARAGRAPH 5.3 COMPLY WITH
APPLICABLE FEDERAL SECURITIES LAWS AND, ASSUMING THE DUE
AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
ACQUIRING FUND, IS THE VALID AND BINDING OBLIGATION OF THE
ACQUIRED FUND ENFORCEABLE AGAINST THE ACQUIRED FUND IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS THE SAME MAY BE LIMITED
BY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY
AND OTHER EQUITABLE PRINCIPLES;
iii) THE ACQUIRED FUND HAS THE POWER TO SELL, ASSIGN, TRANSFER AND
DELIVER THE ASSETS TO BE TRANSFERRED BY IT HEREUNDER, AND,
UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE
ACQUIRED FUND WILL HAVE DULY TRANSFERRED SUCH ASSETS TO THE
ACQUIRING FUND;
iv) THE EXECUTION AND DELIVERY OF THIS AGREEMENT DID NOT, AND THE
PERFORMANCE BY THE ACQUIRED FUND OF ITS RESPECTIVE OBLIGATIONS
HEREUNDER WILL NOT, VIOLATE THE ACQUIRED FUND'S ARTICLES OF
INCORPORATION AND BYLAWS OR ANY PROVISION OF ANY AGREEMENT
KNOWN TO SUCH COUNSEL TO WHICH THE ACQUIRED FUND IS A PARTY OR
BY WHICH IT IS BOUND OR, TO THE KNOWLEDGE OF SUCH COUNSEL,
RESULT IN THE ACCELERATION OF ANY OBLIGATION OR THE IMPOSITION
OF ANY PENALTY UNDER ANY AGREEMENT, JUDGMENT, OR DECREE TO
WHICH THE ACQUIRED FUND IS A PARTY OR BY WHICH IT IS BOUND;
v) TO THE KNOWLEDGE OF SUCH COUNSEL, NO CONSENT, APPROVAL,
AUTHORIZATION OR ORDER OF ANY COURT OR GOVERNMENTAL AUTHORITY
IS REQUIRED FOR THE CONSUMMATION BY THE ACQUIRED FUND OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT SUCH AS
HAVE BEEN OBTAINED;
vi) SUCH COUNSEL DOES NOT KNOW OF ANY LEGAL OR GOVERNMENTAL
PROCEEDINGS RELATING TO THE ACQUIRED FUND EXISTING ON OR
BEFORE THE DATE OF MAILING OF THE PROXY STATEMENT REFERRED TO
IN PARAGRAPH 5.3 OR THE CLOSING DATE
REQUIRED TO BE DESCRIBED IN THE PROXY STATEMENT WHICH ARE NOT
DESCRIBED AS REQUIRED;
vii) THE ACQUIRED FUND IS REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION AS AN INVESTMENT COMPANY UNDER THE 1940
ACT; AND
viii) TO THE KNOWLEDGE OF SUCH COUNSEL, EXCEPT AS HAS BEEN DISCLOSED
IN WRITING TO THE ACQUIRING FUND, NO LITIGATION OR
ADMINISTRATIVE PROCEEDING OR INVESTIGATION OF OR BEFORE ANY
COURT OR GOVERNMENTAL BODY IS PRESENTLY PENDING OR THREATENED
AS TO THE ACQUIRED FUND OR ANY OF ITS PROPERTIES OR ASSETS OR
ANY PERSON WHOM THE ACQUIRING FUND MAY BE OBLIGATED TO
INDEMNIFY IN CONNECTION WITH SUCH LITIGATION, PROCEEDING OR
INVESTIGATION, AND THE ACQUIRED 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
TRANSACTION CONTEMPLATED THEREBY.
- [RESERVED]
- THE ACQUIRED FUND SHALL HAVE FURNISHED TO THE ACQUIRING FUND A
CERTIFICATE, SIGNED BY THE PRESIDENT (OR ANY VICE PRESIDENT) AND THE
TREASURER OF THE ACQUIRED FUND, AS TO THE ADJUSTED TAX BASIS IN THE
HANDS OF THE ACQUIRED FUND OF THE SECURITIES DELIVERED TO THE
ACQUIRING FUND PURSUANT TO THIS AGREEMENT.
- THE CUSTODIAN OF THE ACQUIRED FUND SHALL HAVE DELIVERED TO THE
ACQUIRING FUND A CERTIFICATE IDENTIFYING ALL OF THE ASSETS OF THE
ACQUIRED FUND HELD BY SUCH CUSTODIAN AS OF THE VALUATION DATE.
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE ACQUIRING FUND
AND THE ACQUIRED FUND.
The respective obligations of the Acquired Fund and the Acquiring Fund
hereunder are each subject to the further conditions that on or before the
Closing Date:
- SHAREHOLDERS OF THE ACQUIRED FUND SHALL HAVE ELECTED THE NOMINEES
FOR DIRECTORS OF THE ACQUIRED FUND, SET FORTH IN THE PROXY
STATEMENT.
- ON THE CLOSING DATE NO ACTION, SUIT OR OTHER PROCEEDING SHALL BE
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
HEREBY.
- ALL CONSENTS OF OTHER PARTIES AND ALL OTHER CONSENTS, ORDERS AND
PERMITS OF FEDERAL, STATE AND LOCAL REGULATORY AUTHORITIES
(INCLUDING THOSE OF THE SECURITIES AND EXCHANGE COMMISSION AND OF
STATE "BLUE SKY" AND SECURITIES AUTHORITIES) DEEMED NECESSARY BY THE
ACQUIRED FUND OR THE ACQUIRING FUND TO PERMIT CONSUMMATION, IN ALL
MATERIAL RESPECTS, OF THE TRANSACTIONS CONTEMPLATED HEREBY 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 THE ACQUIRED FUND OR THE
ACQUIRING FUND.
- RESERVED.
- THE ACQUIRED FUND SHALL HAVE RECEIVED A FAVORABLE OPINION OF ROPES &
▇▇▇▇ LLP SATISFACTORY TO THE ACQUIRED FUND, AND THE ACQUIRING FUND
SHALL HAVE RECEIVED A
FAVORABLE OPINION OF ROPES & ▇▇▇▇ LLP SATISFACTORY TO THE ACQUIRING
FUND, EACH SUBSTANTIALLY TO THE EFFECT THAT, FOR FEDERAL INCOME TAX
PURPOSES:
i) THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL
CONSTITUTE A REORGANIZATION WITHIN THE MEANING OF SECTION
368(A) OF THE CODE, AND THE ACQUIRED FUND AND THE ACQUIRING
FUND WILL EACH BE "A PARTY TO A REORGANIZATION" WITHIN THE
MEANING OF SECTION 368(B) OF THE CODE;
ii) NO GAIN OR LOSS WILL BE RECOGNIZED BY THE ACQUIRED FUND (I)
UPON THE TRANSFER OF ITS ASSETS TO THE ACQUIRING FUND IN
EXCHANGE FOR THE ACQUISITION SHARES AND THE ASSUMPTION BY THE
ACQUIRING FUND OF THE LIABILITIES OF THE ACQUIRED FUND OR (II)
UPON THE DISTRIBUTION OF THE ACQUISITION SHARES BY THE
ACQUIRED FUND TO ITS SHAREHOLDERS IN LIQUIDATION, AS
CONTEMPLATED IN PARAGRAPH 1 HEREOF;
iii) NO GAIN OR LOSS WILL BE RECOGNIZED BY THE ACQUIRING FUND UPON
RECEIPT OF THE ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE
ASSUMPTION OF LIABILITIES AND OBLIGATIONS AND ISSUANCE OF THE
ACQUISITION SHARES AS CONTEMPLATED IN PARAGRAPH 1 HEREOF;
iv) THE TAX BASIS OF THE ASSETS OF THE ACQUIRED FUND ACQUIRED BY
THE ACQUIRING FUND WILL BE THE SAME AS THE TAX BASIS OF SUCH
ASSETS IN THE HANDS OF THE ACQUIRED FUND IMMEDIATELY PRIOR TO
THE TRANSFER, AND THE HOLDING PERIOD OF THE ASSETS OF THE
ACQUIRED FUND IN THE HANDS OF THE ACQUIRING FUND WILL INCLUDE
THE PERIOD DURING WHICH THOSE ASSETS WERE HELD BY THE ACQUIRED
FUND;
v) THE HOLDING PERIODS OF THE ASSETS OF THE ACQUIRED FUND IN THE
HANDS OF THE ACQUIRING FUND WILL INCLUDE THE PERIODS DURING
WHICH SUCH ASSETS WERE HELD BY THE ACQUIRED FUND;
vi) NO GAIN OR LOSS WILL BE RECOGNIZED BY THE ACQUIRED FUND
SHAREHOLDERS UPON THE EXCHANGE OF ALL OF THEIR ACQUIRED FUND
SHARES FOR THE ACQUISITION SHARES;
vii) THE AGGREGATE TAX BASIS OF THE ACQUISITION SHARES TO BE
RECEIVED BY EACH SHAREHOLDER OF THE ACQUIRED FUND WILL BE THE
SAME AS THE AGGREGATE TAX BASIS OF THE ACQUIRED FUND SHARES
EXCHANGED THEREFOR;
viii) AN ACQUIRED FUND SHAREHOLDER'S HOLDING PERIOD FOR THE
ACQUISITION SHARES TO BE RECEIVED WILL INCLUDE THE PERIOD
DURING WHICH THE ACQUIRED FUND SHARES EXCHANGED THEREFOR WERE
HELD, PROVIDED THAT THE SHAREHOLDER HELD THE ACQUIRED FUND
SHARES AS A CAPITAL ASSET ON THE DATE OF THE EXCHANGE; AND
ix) THE ACQUIRING FUND WILL SUCCEED TO AND TAKE INTO ACCOUNT THE
ITEMS OF THE ACQUIRED FUND DESCRIBED IN SECTION 381(C) OF THE
CODE, SUBJECT TO THE CONDITIONS AND LIMITATIONS SPECIFIED IN
SECTIONS 381, 382, 383 AND 384 OF THE CODE AND THE REGULATIONS
THEREUNDER.
The opinion will be based on certain factual certifications made by
officers of the Acquired Fund and the Acquiring Fund and will also
be based on customary assumptions. The opinion is not a guarantee
that the tax consequences of the relevant Acquisition will be as
described above.
Ropes & ▇▇▇▇ LLP will express no view with respect to the effect of
the Acquisition on any
transferred asset as to which any unrealized gain or loss is
required to be recognized at the end of a taxable year (or on the
termination or transfer thereof) under federal income tax
principles.
- AT ANY TIME PRIOR TO THE CLOSING, ANY OF THE FOREGOING CONDITIONS OF
THIS AGREEMENT MAY BE WAIVED JOINTLY BY THE BOARD OF EACH OF THE
ACQUIRED FUND AND THE ACQUIRING FUND, IF, IN THEIR JUDGMENT, SUCH
WAIVER WILL NOT HAVE A MATERIAL ADVERSE EFFECT ON THE INTERESTS OF
THE SHAREHOLDERS OF THE ACQUIRED FUND OR THE ACQUIRING FUND.
BROKERAGE FEES AND EXPENSES.
- THE ACQUIRED FUND AND THE ACQUIRING FUND EACH REPRESENTS AND
WARRANTS TO THE OTHER THAT THERE ARE NO BROKERS OR FINDERS ENTITLED
TO RECEIVE ANY PAYMENTS IN CONNECTION WITH THE TRANSACTIONS PROVIDED
FOR HEREIN.
- ALL FEES AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREIN SHALL BE BORNE BY COLUMBIA.
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.
- THE ACQUIRED FUND AND THE ACQUIRING FUND AGREE THAT NEITHER PARTY
HAS MADE ANY REPRESENTATION, WARRANTY OR COVENANT NOT SET FORTH
HEREIN AND THAT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES.
- THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS
AGREEMENT OR IN ANY DOCUMENT DELIVERED PURSUANT HERETO OR IN
CONNECTION HEREWITH SHALL NOT SURVIVE THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREUNDER EXCEPT PARAGRAPHS 1.1, 1.3, 1.5,
5.4, 9, 10, 13 AND 14.
TERMINATION.
- THIS AGREEMENT MAY BE TERMINATED BY THE MUTUAL AGREEMENT OF THE
ACQUIRED FUND AND THE ACQUIRING FUND. IN ADDITION, EITHER THE
ACQUIRED FUND OR THE ACQUIRING FUND MAY AT ITS OPTION TERMINATE THIS
AGREEMENT AT OR PRIOR TO THE CLOSING DATE BECAUSE:
i) OF A MATERIAL BREACH BY THE OTHER OF ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT CONTAINED HEREIN TO BE
PERFORMED BY THE OTHER PARTY AT OR PRIOR TO THE CLOSING DATE;
ii) A CONDITION HEREIN EXPRESSED TO BE PRECEDENT TO THE
OBLIGATIONS OF THE TERMINATING PARTY HAS NOT BEEN MET AND IT
REASONABLY APPEARS THAT IT WILL NOT OR CANNOT BE MET; OR
iii) ANY GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION SHALL
HAVE ISSUED ANY JUDGMENT, INJUNCTION, ORDER, RULING OR DECREE
OR TAKEN ANY OTHER ACTION RESTRAINING, ENJOINING OR OTHERWISE
PROHIBITING THIS AGREEMENT OR THE CONSUMMATION OF ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN AND SUCH JUDGMENT,
INJUNCTION, ORDER, RULING, DECREE OR OTHER ACTION BECOMES
FINAL AND NON-APPEALABLE; PROVIDED THAT THE PARTY SEEKING TO
TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 11.1(C)
SHALL HAVE USED ITS REASONABLE BEST EFFORTS TO HAVE SUCH
JUDGMENT, INJUNCTION, ORDER, RULING, DECREE OR OTHER ACTION
LIFTED, VACATED OR DENIED.
If the transactions contemplated by this Agreement have not
been substantially completed by December 31, 2007, this
Agreement shall automatically terminate on that date unless a
later date is agreed to by both the Acquired Fund and the
Acquiring Fund.
- IF FOR ANY REASON THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
ARE NOT CONSUMMATED, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR
ANY DAMAGES RESULTING THEREFROM, INCLUDING WITHOUT LIMITATION
CONSEQUENTIAL DAMAGES.
AMENDMENTS.
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Acquired Fund and the Acquiring Fund; provided, however, that following the
shareholders' meeting called by the Acquired Fund pursuant to paragraph 5.2 no
such amendment may have the effect of changing the provisions for determining
the number of the Acquisition Shares to be issued to shareholders of the
Acquired Fund under this Agreement to the detriment of such shareholders without
their further approval.
NOTICES.
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquired Fund or the
Acquiring Fund, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Secretary.
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE.
- 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.
- THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL.
- THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE DOMESTIC SUBSTANTIVE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICTS OF LAW RULE OR
PROVISION THAT WOULD RESULT IN THE APPLICATION OF THE DOMESTIC
SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION.
- THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BUT 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.
- A COPY OF THE DECLARATION OF TRUST OF THE ACQUIRING TRUST IS ON FILE
WITH THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, AND NOTICE
IS HEREBY GIVEN THAT NO TRUSTEE, OFFICER, AGENT OR EMPLOYEE OF
NEITHER THE ACQUIRED, NOR THE ACQUIRING FUND SHALL HAVE ANY PERSONAL
LIABILITY UNDER THIS AGREEMENT, AND THAT THIS AGREEMENT IS BINDING
ONLY UPON THE ASSETS AND PROPERTIES OF THE ACQUIRING FUND AND THE
ACQUIRED FUND.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed as a sealed instrument by its President, a Vice President or
Treasurer and its corporate seal to be affixed thereto and attested by its
Secretary or Assistant Secretary.
Columbia California Tax-Exempt Fund,
a series of Columbia Funds Trust V
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Columbia California Tax-Exempt Fund,
a series of Columbia Funds Series Trust I
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Solely for purposes of Paragraph 9.2 of the Agreement
COLUMBIA MANAGEMENT ADVISORS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
EXHIBIT A
AUTHORIZED CAPITAL OF THE ACQUIRED FUND
SHARE CLASS AUTHORIZED CAPITAL
----------- ------------------
A Unlimited
B* Unlimited
C Unlimited
Z Unlimited
---------
* Converts to Class A shares after the expiration of a period of time.
A-1
