AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
_____________, 199_ (the "Agreement"), by and between the TIP Funds (the
"Trust"), a Massachusetts business trust, on behalf of the TIP Target Select
Equity Fund and the Penn Capital Select Financial Services Fund (collectively,
the "Acquired Funds"), and the Alpha Select Funds ("Alpha Select Funds") a
Delaware business trust, on behalf of the Premier Core Equity Fund and Global
Financial Services Fund (collectively, the "Acquiring Funds").
WHEREAS, the Trust was organized under Massachusetts law as a business
trust under a Declaration of Trust dated January 26, 1996 and amended on
February 21, 1997. The Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Trust has authorized capital consisting of an unlimited number of
units of beneficial interest of separate series of the Trust. The Acquired Funds
are duly organized and validly existing series of the Trust;
WHEREAS, Alpha Select Funds was organized under Delaware law as a business
trust under a Declaration of Trust dated October 26, 1993 and amended on August
14, 1998. Alpha Select Funds is an open-end management investment company
registered under the 1940 Act. Alpha Select Funds has authorized capital
consisting of an unlimited number of units of beneficial interest of separate
series of Alpha Select Funds. The Acquiring Funds are duly organized and validly
existing series of Alpha Select Funds;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree to effect the transfer of all of the assets of the
Acquired Funds solely in exchange for the assumption by the corresponding
Acquiring Funds of all or substantially all of the liabilities of the Acquired
Funds and units of beneficial interest of the corresponding Acquiring Funds
("Acquiring Funds Shares") followed by the distribution, at the Effective Time
(as defined in Section 9 of this Agreement), of such Acquiring Funds Shares to
the holders of units of beneficial interest of the Acquired Funds ("Acquired
Funds Shares"), on the terms and conditions hereinafter set forth in liquidation
of the Acquired Funds. The parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, the Acquired Funds will
assign, deliver and otherwise transfer all of their assets and good and
marketable title thereto, and assign all or substantially all of the liabilities
as are set forth in a statement of assets and responsibilities, to be prepared
as of the Effective Time (the "Statement of Assets and Liabilities") to the
Acquiring Funds free and clear of all liens, encumbrances and adverse
claims except as provided in this Agreement, and the Acquiring Funds shall
acquire all such assets, and shall assume all such liabilities of the Acquired
Funds, in exchange for delivery to the Acquired Funds by the Acquiring Funds of
a number of Acquiring Funds Shares (both full and fractional) equivalent in
number and value to the Acquired Funds Shares outstanding immediately prior to
the Effective Time. The assets and stated liabilities of the Acquired Funds, as
set forth in the Statement of Assets and Liabilities attached hereto as Exhibit
A, shall be exclusively assigned to and assumed by the Acquiring Funds. All
debts, liabilities, obligations and duties of the Acquired Funds, to the extent
that they exist at or after the Effective Time and are stated in the Statement
of Assets and Liabilities, shall after the Effective Time attach to the
Acquiring Funds and may be enforced against the Acquiring Funds to the same
extent as if the same had been incurred by the Acquiring Funds.
2. TRANSFER OF ASSETS. The assets of the Acquired Funds to be acquired by the
corresponding series of the Acquiring Funds and allocated thereto shall include,
without limitation, all cash, cash equivalents, securities, receivables
(including interest and dividends receivable) as set forth in the Statement of
Assets and Liabilities, as well as any claims or rights of action or rights to
register shares under applicable securities laws, any books or records of the
Acquired Funds and other property owned by the Acquired Funds at the Effective
Time.
3. LIQUIDATION AND DISSOLUTION OF THE ACQUIRED FUNDS. At the Effective Time, the
Acquired Funds will liquidate and the Acquiring Funds Shares (both full and
fractional) received by the Acquired Funds will be distributed to the
shareholders of record of the Acquired Funds as of the Effective Time in
exchange for their respective Acquired Funds Shares and in complete liquidation
of the Acquired Funds. Each shareholder of the Acquired Funds will receive a
number of Acquiring Funds Shares equal in number and value to the Acquired Funds
Shares held by that shareholder, and each Acquiring Funds and Acquired Funds
share will be of equivalent net asset value per share. Such liquidation and
distribution will be accompanied by the establishment of an open account on the
share records of the Acquiring Funds in the name of each shareholder of the
Acquired Funds and representing the respective number of Acquiring Funds Shares
due such shareholder. As soon as practicable after the Effective Time, but not
later than _________, 199_ the Trust shall take all steps as shall be necessary
and proper to effect a complete termination of the Acquired Funds.
4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUNDS. The Acquiring Funds
represent and warrant to the Acquired Funds as follows:
(a) ORGANIZATION, EXISTENCE, ETC. Alpha Select Funds is a business trust
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the power to carry on its business as it is now
being conducted.
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(b) REGISTRATION AS INVESTMENT COMPANY. Alpha Select Funds is registered
under the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and will be in full force
and effect.
(c) FINANCIAL STATEMENTS. The unaudited financial statements, if any, of
Alpha Select Funds relating to the Acquiring Funds dated as of _______,
199_ (the "Acquiring Funds Financial Statements"), which will, if
available, be delivered to the Acquired Funds as of the Effective Time,
will fairly present the financial position of the Acquiring Funds as of the
date thereof.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Funds Shares to
be issued in connection with the Reorganization have been duly authorized
and upon consummation of the Reorganization will be validly issued, fully
paid and nonassessable. Prior to the Effective Time, there shall be no
issued and outstanding Acquiring Funds Shares or any other securities
issued by the Acquiring Funds.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. Alpha Select Funds, on behalf of
the Acquiring Funds, has the power to enter into this Agreement and to
carry out its obligations hereunder. The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly authorized by the Alpha Select Funds
Board of Trustees, and no other proceedings by the Acquiring Funds are
necessary to authorize its officers to effectuate this Agreement and the
transactions contemplated hereby. Each of the Acquiring Funds is not a
party to or obligated under any charter, by-law, indenture or contract
provision or any other commitment or obligation, or subject to any order or
decree, which would be violated by its executing and carrying out this
Agreement.
(f) LIABILITIES. There are no liabilities of the Acquiring Funds, whether
or not determined or determinable, other than liabilities disclosed or
provided for in the Acquiring Funds Financial Statements and liabilities
incurred in the ordinary course of business subsequent to the Effective
Time or otherwise previously disclosed to the Acquired Funds, none of which
has been materially adverse to the business, assets or results of
operations of the Acquiring Funds.
(g) LITIGATION. Except as previously disclosed to the Acquired Funds, there
are no claims, actions, suits or proceedings pending or, to the actual
knowledge of the Acquiring Funds, threatened which would materially
adversely affect the Acquiring Funds or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
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(h) CONTRACTS. Except for contracts and agreements disclosed to the
Acquired Funds, under which no default exists, each of the Acquiring Funds
is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever
with respect to the Acquiring Funds.
(i) TAXES. As of the Effective Time, all Federal and other tax returns and
reports of the Acquiring Funds required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquiring Funds' knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
5. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUNDS. The Acquired Funds
represent and warrant to the Acquiring Funds as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The Trust is a business trust duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its business as
it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. The Trust is registered under the
1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of the Trust
relating to the Acquired Funds for the fiscal year ended _________, 199_,
and the unaudited financial statements of the Acquired Funds dated as of
_________, 199_ (the "Acquired Funds Financial Statements"), as delivered
to the Acquiring Funds, fairly present the financial position of the
Acquired Funds as of the dates thereof, and the results of its operations
and changes in its net assets for the periods indicated.
(d) MARKETABLE TITLE TO ASSETS. Each of the Acquired Funds will have, at
the Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be
transferred to the Acquiring Funds. Upon delivery and payment for such
assets, each of the Acquiring Funds will have good and marketable title to
such assets without restriction on the transfer thereof free and clear of
all liens, encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. The Trust, on behalf of the
Acquired Funds, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
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Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by the Trust's Board of Trustees, and, except for
approval by the shareholders of the Acquired Funds, no other proceedings by
the Acquired Funds are necessary to authorize its officers to effectuate
this Agreement and the transactions contemplated hereby. Each of the
Acquired Funds is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing
and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the Acquired Funds, whether or
not determined or determinable, other than liabilities disclosed or
provided for in the Acquired Funds Financial Statements and liabilities
incurred in the ordinary course of business subsequent to _________, 199_,
or otherwise previously disclosed to the Acquiring Funds, none of which has
been materially adverse to the business, assets or results of operations of
the Acquired Funds. The Trust's Registration Statement, which is on file
with the Securities and Exchange Commission, does not contain an untrue
statement of a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the Acquiring Funds,
there are no claims, actions, suits or proceedings pending or, to the
knowledge of the Acquired Funds, threatened which would materially
adversely affect the Acquired Funds or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to the
Acquiring Funds, under which no default exists, each of the Acquired Funds,
at the Effective Time, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of any
kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquired Funds required by law to have been filed
shall have been filed, and all other taxes shall have been paid so far
as due, or provision shall have been made for the payment thereof, and
to the best of the Acquired Funds' knowledge, no such return is
currently under audit and no assessment has been asserted with respect
to any of such returns.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS.
(a) All representations and warranties of the Acquired Funds contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time.
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(b) The Acquiring Funds shall have received an opinion of counsel, dated as
of the Effective Time, addressed to and in form and substance satisfactory
to counsel for the Acquiring Funds, to the effect that (i) the Acquired
Funds are duly organized and validly existing series of the Trust under the
laws of the Commonwealth of Massachusetts; (ii) the Trust is an open-end
management investment company registered under the 1940 Act; (iii) this
Agreement and the Reorganization provided for herein and the execution of
this Agreement have been duly authorized and approved by all requisite
action of each of the Acquired Funds and this Agreement has been duly
executed and delivered by the Trust on behalf of the Acquired Funds and is
a valid and binding obligation of the Acquired Funds, subject to applicable
bankruptcy, insolvency, fraudulent conveyance and similar laws or court
decisions regarding enforcement of creditors' rights generally; (iv) to the
best of counsel's knowledge after reasonable inquiry, no consent, approval,
order or other authorization of any Federal or state court or
administrative or regulatory agency is required for each of the Acquired
Funds to enter into this Agreement or carry out its terms that has not been
obtained other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the Acquired Funds; and (v) upon consummation of this
Agreement, the Acquiring Funds shall have acquired all of the Acquired
Funds's assets listed in the Statement of Assets and Liabilities, free and
clear of all liens encumbrances or adverse claims.
(c) The Acquired Funds shall have delivered to the Acquiring Funds at the
Effective Time the Acquired Funds' Statement of Assets and Liabilities,
prepared in accordance with generally accepted accounting principles
consistently applied, together with a certificate of the Treasurer or
Assistant Treasurer of the Acquired Funds as to the aggregate asset value
of the Acquired Funds' portfolio securities.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS.
(a) All representations and warranties of the Acquiring Funds contained in
this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time.
(b) The Acquired Funds shall have received an opinion of counsel for the
Acquiring Funds, dated as of the Effective Time, addressed to and in form
and substance satisfactory to counsel for the Acquired Funds, to the effect
that: (i) the Acquiring Funds are duly organized and validly existing
series of Alpha Select Funds under the laws of the State of Delaware; (ii)
Alpha Select Funds is an open-end management investment company registered
under the 1940 Act; (iii) this Agreement and the Reorganization provided
for herein and the execution of this Agreement have been duly authorized
and approved by all requisite corporate action of each of the Acquiring
Funds and this Agreement has been duly executed and delivered by the
Acquiring Funds and is a valid and binding obligation of the Acquiring
Funds, subject to applicable bankruptcy, insolvency, fraudulent conveyance
and similar laws or court decisions regarding enforcement of creditors'
rights generally; (iv) to
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the best of counsel's knowledge, no consent, approval, order or other
authorization of any Federal or state court or administrative or regulatory
agency is required for each of the Acquiring Funds to enter into this
Agreement or carry out its terms that has not already been obtained, other
than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of
the Acquiring Funds; and (v) the Acquiring Funds Shares to be issued in the
Reorganization have been duly authorized and upon issuance thereof in
accordance with this Agreement will be validly issued, fully paid and
nonassessable.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS AND THE
ACQUIRING FUNDS. The obligations of the Acquired Funds and the Acquiring
Funds to effectuate this Agreement shall be subject to the satisfaction of
each of the following conditions:
(a) Such authority from the Securities and Exchange Commission (the "SEC")
as may be necessary to permit the parties to carry out the transactions
contemplated by this Agreement shall have been received.
(b) With respect to the Acquired Funds, the Trust will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of each
of the Acquired Funds of this Agreement and the transactions contemplated
herein, including the Reorganization and the termination of the Acquired
Funds if the Reorganization is consummated. The Trust has prepared or will
prepare the notice of meeting, form of proxy and proxy statement
(collectively, "Proxy Materials") to be used in connection with such
meeting, and with such other information relating to the Acquiring Funds as
is reasonably necessary for the preparation of the Proxy Materials.
(c) The Registration Statement on Form N-1A of the Acquiring Funds shall be
effective under the Securities Act of 1933 and, to the best knowledge of
the Acquiring Funds, no investigation or proceeding for that purpose shall
have been instituted or be pending, threatened or contemplated under the
1933 Act.
(d) The shares of the Acquiring Funds shall have been duly qualified for
offering to the public in all states of the United States, the Commonwealth
of Puerto Rico and the District of Columbia (except where such
qualifications are not required) so as to permit the transfer contemplated
by this Agreement to be consummated.
(e) The Acquired Funds and the Acquiring Funds shall have received on or
before the Effective Time an opinion of counsel satisfactory to the
Acquired Funds and the Acquiring Funds substantially to the effect that for
Federal income tax purposes:
(1) No gain or loss will be recognized to the Acquired Funds upon the
transfer of its assets in exchange solely for the Acquiring Funds
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Shares and the assumption by the Acquiring Funds of the corresponding
Acquired Fund's stated liabilities;
(2) No gain or loss will be recognized to the Acquiring Funds on its
receipt of the Acquired Funds' assets in exchange for the Acquiring
Funds Shares and the assumption by the Acquiring Funds of the
corresponding Acquired Fund's liabilities;
(3) The basis of an Acquired Fund's assets in the corresponding
Acquiring Fund's hands will be the same as the basis of those assets
in the Acquired Fund's hands immediately before the conversion;
(4) The Acquiring Funds' holding period for the assets transferred to
the Acquiring Funds by the Acquired Funds will include the holding
period of those assets in the corresponding Acquired Fund's hands
immediately before the conversion;
(5) No gain or loss will be recognized to the Acquired Funds on the
distribution of the Acquiring Funds Shares to the Acquired Funds'
shareholders in exchange for their Acquired Funds Shares;
(6) No gain or loss will be recognized to the Acquired Funds'
shareholders as a result of the Acquired Funds' distribution of
Acquiring Funds Shares to the Acquired Funds' shareholders in exchange
for the Acquired Funds' shareholders' Acquired Funds Shares;
(7) The basis of the Acquiring Funds Shares received by the Acquired
Funds' shareholders will be the same as the adjusted basis of that
Acquired Funds' shareholders' Acquired Funds Shares surrendered in
exchange therefor; and
(8) The holding period of the Acquiring Funds Shares received by the
Acquired Funds' shareholders will include the Acquired Funds' share
holders' holding period for the Acquired Funds' shareholders' Acquired
Funds Shares surrendered in exchange therefor, provided that said
Acquired Funds Shares were held as capital assets on the date of the
conversion.
(f) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the outstanding
shares of each of the Acquired Funds entitled to vote at an annual or
special meeting.
(g) The Board of Trustees of Alpha Select Funds, at a meeting duly called
for such purpose, shall have authorized the issuance by each of the
Acquiring Funds of Acquiring
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Funds Shares at the Effective Time in exchange for the assets of the
Acquired Funds pursuant to the terms and provisions of this Agreement.
9. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Acquired Funds'
assets for Acquiring Funds Shares shall be effective as of close of business on
_________, 199_, or at such other time and date as fixed by the mutual consent
of the parties (the "Effective Time").
10. TERMINATION. This Agreement and the transactions contemplated hereby may be
terminated and abandoned without penalty by resolution of the Board of Trustees
of the Trust, at any time prior to the Effective Time, if circumstances should
develop that, in the opinion of the Board, make proceeding with the Agreement
inadvisable.
11. AMENDMENT. This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the parties; provided,
however, that following the Shareholders' Meeting called on behalf of the
Acquired Funds pursuant to Section 8 of this Agreement, no such amendment may
have the effect of changing the provisions for determining the number or value
of Acquiring Funds Shares to be paid to the Acquired Funds' shareholders under
this Agreement to the detriment of the Acquired Funds, shareholders without
their further approval.
12. GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Massachusetts.
13. NOTICES. Any notice, report, statement or demand required or permitted by
and provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Funds:
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
with a copy to:
Xxxxx X. Xxxxxxxx, Esq.
Xxxxxx, Xxxxx & Xxxxxxx LLP
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
if to the Acquired Funds:
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
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with a copy to:
Xxxx X. Xxxxx, Xx., Esq.
Xxxxxx, Xxxxx & Xxxxxxx LLP
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
14. FEES AND EXPENSES.
(a) Each of the Acquiring Funds and the Acquired Funds 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.
(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by each of the
Acquired Funds and the Acquiring Funds will be borne by Xxxxxx
Investment Partners, Inc. Such expenses include, without limitation,
(i) expenses incurred in connection with the entering into and the
carrying out of the provisions of this Agreement; (ii) expenses
associated with the preparation and filing of the Proxy Statement under
the 1934 Act; (iii) registration or qualification fees and expenses of
preparing and filing such forms as are necessary under applicable state
securities laws to qualify the Acquiring Funds Shares to be issued in
connection herewith in each state in which the Acquired Funds'
shareholders are resident as of the date of the mailing of the Proxy
Statement to such shareholders; (iv) postage; (v) printing; (iv)
accounting fees; (vii) legal fees; and (viii) solicitation costs of the
transaction. Notwithstanding the foregoing, the Acquiring Funds shall
pay their own Federal and state registration fees.
15. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not effect in any way the meaning
or interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of
the parties 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
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respective successors and assigns any rights or remedies under or by
reason of this Agreement.
16. ENTIRE AGREEMENT. Each of the Acquiring Funds and the Acquired Funds 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 herein or
in any document delivered pursuant hereto or in connection herewith shall
survive the consummation of the transactions contemplated hereunder.
17. FURTHER ASSURANCES. Each of the Acquiring Funds and the Acquired Funds shall
take such further action as may be necessary or desirable and proper to
consummate the transactions contemplated hereby.
18. BINDING NATURE OF AGREEMENT. As provided in each Trust's Declaration of
Trust on file with the Secretary of State of the Commonwealth of Massachusetts
or the State of Delaware, this Agreement was executed by the undersigned
officers of Alpha Select Funds and the Trust, on behalf of each of the Acquiring
Funds and the Acquired Funds, respectively, as officers and not individually,
and the obligations of this Agreement are not binding upon the undersigned
officers individually, but are binding only upon the assets and property of each
Trust. Moreover, no series of a trust shall be liable for the obligations of any
other series of that trust.
Attest: TIP FUNDS,
on behalf of its series, the TIP
Target Select Equity Fund and the
Penn Capital Select Financial
Services Fund
________________________ By:______________________________
Attest: ALPHA SELECT FUNDS,
on behalf of its series, the Premier
Core Equity Fund and the Global
Financial Services Fund
________________________ By:______________________________
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