FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION is dated as of _______, 2002
("Agreement"), by and between Strong Balanced Stock Fund, Inc. and Strong
Balanced Fund, Inc. (together referred to as the "Corporations"), each a
Wisconsin corporation, to provide for the reorganization of Strong Balanced
Asset Fund ("Selling Fund"), the only series of Strong Balanced Stock Fund,
Inc., into Strong Balanced Fund ("Acquiring Fund"), a series of Strong
Balanced Fund, Inc. The Selling Fund and the Acquiring Fund are sometimes
referred to collectively as the "Funds" and individually as a "Fund."
PRELIMINARY STATEMENTS
A. The Selling Fund and the Acquiring Fund are series of Strong
Balanced Stock Fund, Inc. and Strong Balanced Fund, Inc., respectively, which
are open-end management investment companies registered under the Investment
Company Act of 1940 ("1940 Act").
B. The Board of Directors ("Board") of each Corporation has determined
that the Reorganization (as defined below) is in the best interests of its
respective Fund and that the interests of the existing shareholders of such Fund
would not be diluted as a result of the Reorganization.
C. This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended ("Code"). In consideration of the
mutual promises contained in this Agreement, the parties hereto agree to
effect the transfer of all of the assets of the Selling Fund solely in exchange
for (a) the assumption by the Acquiring Fund of liabilities of the Selling
Fund (except those, if any, for which specific reserves have been set aside) and
(b) shares of the Acquiring Fund followed by the distribution, as of the
Effective Time (as defined in Section 9 of this Agreement), of such shares of
the Acquiring Fund to the shareholders of the Selling Fund on the terms and
conditions in this Agreement in liquidation of the Selling Fund (the
"Reorganization"). The shares of the Acquiring Fund that are given in exchange
for the assets of the Selling Fund are referred to as the "Acquiring Fund
Shares," and the shares of the Selling Fund that are held by the holders of
such shares at the Effective Time are referred to as the "Selling Fund Shares."
AGREEMENTS
The parties to this Agreement covenant and agree as follows:
1. Plan of Reorganization. As of the Effective Time (as defined in
Section 9, below), the Selling Fund will assign, deliver, and otherwise
transfer all of its assets and good and marketable title to the assets, free and
clear of all liens, encumbrances, and adverse claims except as provided in
this Agreement, and assign the liabilities (except those, if any, for which
specific reserves have been set aside) as set forth in a statement of assets and
liabilities, to be prepared as of the Effective Time (the "Statement of Assets
and Liabilities") to the Acquiring Fund. The Acquiring Fund shall acquire all
these assets, and shall assume these liabilities of the Selling Fund, in
exchange for delivery to the Selling Fund by the Acquiring Fund of a number of
its Acquiring Fund Shares (both full and fractional) equivalent in value to
the Selling Fund Shares of the Selling Fund outstanding immediately prior to
the Effective Time. The assets and liabilities (except those, if any, for which
specific reserves have been set aside) of the Selling Fund, as set forth in the
Statement of Assets and Liabilities, shall be exclusively assigned to and
assumed by the Acquiring Fund. All debts, liabilities, obligations, and duties
of the Selling Fund, to the extent that they exist at or after the Effective
Time and are stated in the Statement of Assets and Liabilities, shall after the
Effective Time, attach to the Acquiring Fund and may be enforced against the
Acquiring Fund to the same extent as if the same had been incurred by the
Acquiring Fund. If the Selling Fund is unable to make delivery of any of its
portfolio securities pursuant to this Section to the Acquiring Fund for the
reason that any of such securities purchased by the Selling Fund have not yet
been delivered to it by the Selling Fund's broker or brokers, then in lieu of
such delivery, the Selling Fund shall deliver to the Acquiring Fund, with
respect to these securities, executed copies of an agreement of assignment
and due bills executed on behalf of said broker
or brokers, together with such other documents as may be required by the
Acquiring Fund, including brokers' confirmation slips.
2. Transfer of Assets. The assets of the Selling Fund to be acquired by
the Acquiring Fund shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest and dividends
receivable), goodwill, and intangible property, and deferred or prepaid
expenses as set forth in the Selling Fund's Statement of Assets and Liabilities,
as well as any claims or rights of action or rights to register shares under
applicable securities laws, any books or records of the Selling Fund and other
property owned by the Selling Fund at the Effective Time.
3. Liquidation and Dissolution of the Selling Fund and of Strong
Balanced Stock Fund, Inc. As of the Effective Time, the Selling Fund will
liquidate and the Acquiring Fund Shares (both full and fractional) received by
the Selling Fund will be issued to the shareholders of record of the Selling
Fund as of the Effective Time in exchange for Selling Fund Shares and in
complete liquidation of the Selling Fund. Each shareholder of the Selling
Fund will receive a number of Acquiring Fund Shares equal in value to the
Selling Fund Shares held by that shareholder. This liquidation and issuance will
be accomplished by either the establishment of an open account on the share
records of the Acquiring Fund in the name of the shareholder of record of the
Selling Fund, or the transfer of share records of the Selling Fund in the
name of the shareholder of record of the Selling Fund to the Acquiring Fund, and
representing the respective number of Acquiring Fund Shares due that
shareholder. Each Selling Fund shareholder shall also have the right to
receive any dividends or other distributions that were declared prior to the
Effective Time, but unpaid at that time, with respect to the Selling Fund
Shares that are held by such Selling Fund shareholders at the Effective Time.
All issued and outstanding shares of the Selling Fund shall then be cancelled on
the books of the Selling Fund. The Acquiring Fund shall not be required to
issue certificates representing Acquiring Fund shares in connection with the
Reorganization. Subsequent to the liquidation of the Selling Fund, as set
forth above, Strong Balanced Stock Fund, Inc. will dissolve in its entirety. A
Plan of Dissolution of Strong Balanced Stock Fund, Inc. and Articles of
Dissolution of Strong Balanced Stock Fund, Inc., in a form not materially
different from that attached as Annex 1 and Annex 2, respectively, to this
Agreement ("Plan of Dissolution"), shall be filed to eliminate the Selling
Fund as a class of shares of Strong Balanced Stock Fund, Inc. and dissolve
Strong Balanced Stock Fund, Inc.
4. Representations and Warranties of the Acquiring Fund. The Acquiring
Fund represents and warrants to the Selling Fund as follows:
(a) Shares to be Issued upon Reorganization. The Acquiring Fund Shares
to be issued in connection with the Reorganization (i) have been duly
authorized and upon consummation of the Reorganization will be validly issued,
fully paid, and non-assessable, except to the extent provided in Section
180.0622(2)(b) of the Wisconsin Statutes and (ii) will be duly registered in
conformity with applicable federal and state securities laws, and no shareholder
of the Acquiring Fund shall have any option, warrant, or preemptive right of
subscription or purchase with respect to the Acquiring Fund's Shares.
(b) Liabilities. There are no liabilities of the Acquiring Fund,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquiring Fund's statement of assets and liabilities, if
any, and liabilities incurred in the ordinary course of business prior to the
Effective Time or otherwise previously disclosed to the Selling Fund, none of
which has been materially adverse to the business, assets, or results of
operations of the Acquiring Fund.
(c) Litigation. Except as previously disclosed to the Selling Fund,
there are no claims, actions, suits, or proceedings pending or, to the actual
knowledge of the Acquiring Fund, threatened that would materially adversely
affect the Acquiring Fund or its assets or business or which would prevent or
hinder in any material respect consummation of the transactions contemplated by
this Agreement.
(d) Taxes. As of the Effective Time, all federal and other tax returns
and reports of the Acquiring Fund required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment of them, and to the best of
the Acquiring Fund's
knowledge, no such return is currently under audit and no assessment has been
asserted with respect to any of these returns.
(e) Fees and Expenses. As of the Effective Time, there are no brokers
or finders entitled to receive any payments in connection with the
transactions provided for in this Agreement.
5. Representations and Warranties of the Selling Fund. The Selling Fund
represents and warrants to the Acquiring Fund as follows:
(a) Marketable Title to Assets. The Selling Fund will have, at the
Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer, and deliver the assets to be transferred to
the Acquiring Fund. Upon delivery and payment for these assets, the Acquiring
Fund will have good and marketable title to the assets without restriction on
the transfer of the assets free and clear of all liens, encumbrances, and
adverse claims.
(b) Liabilities. There are no liabilities of the Selling Fund, whether
or not determined or determinable, other than liabilities disclosed or
provided for in the Selling Fund's statement of assets and liabilities, and
liabilities incurred in the ordinary course of business prior to the
Effective Time or otherwise previously disclosed to the Acquiring Fund, none of
which has been materially adverse to the business, assets, or results of
operations of the Selling Fund.
(c) Litigation. Except as previously disclosed to the Acquiring Fund,
there are no claims, actions, suits, or proceedings pending or, to the
knowledge of the Selling Fund, threatened that would materially adversely affect
the Selling Fund or its assets or business or that would prevent or hinder in
any material respect consummation of the transactions contemplated by this
Agreement.
(d) Taxes. As of the Effective Time, all federal and other tax returns
and reports of the Selling Fund required by law to have been filed shall have
been filed, and all other taxes shall have been paid so far as due, or provision
shall have been made for the payment of them, and to the best of the Selling
Fund's knowledge, no such return is currently under audit and no assessment has
nu been asserted with respect to any of those returns.
(e) Fees and Expenses. As of the Effective Time, there are no brokers
or finders entitled to receive any payments in connection with the
transactions provided for in this Agreement.
6. Conditions Precedent to Obligations of the Acquiring Fund. The
obligations of the Acquiring Fund under this Agreement shall be subject to the
following conditions:
(a) All representations and warranties of the Selling Fund contained in
this Agreement shall be true and correct in all material respects as of the date
of this Agreement and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time.
(b) Strong Balanced Fund, Inc. shall have received an opinion of
counsel to both Funds, regarding the transaction, in form reasonably
satisfactory to Strong Balanced Fund, Inc., and dated as of the Effective Time,
to the effect that:
(1) Strong Balanced Stock Fund, Inc. is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Wisconsin;
(2) the shares of the Selling Fund issued and outstanding at
the Effective Time are duly authorized and validly issued, fully paid, and
non-assessable by Strong Balanced Stock Fund, Inc., except to the extent
provided in Section 180.0622(2)(b) of the Wisconsin Statutes (including judicial
interpretations thereof and any successor to said section 180.0622(2)(b));
(3) this Agreement has been duly authorized, executed, and
delivered by Strong Balanced Stock Fund, Inc. and represents a valid and binding
contract of Strong Balanced Stock Fund, Inc., enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and transfer, and other similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; provided, however, that no opinion need be expressed with
respect to provisions of this Agreement relating to indemnification nor with
respect to provisions of this Agreement intended to limit liability for
particular matters to the Selling Fund and its assets;
(4) the execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated by this Agreement will not,
violate the Amended and Restated Articles of Incorporation or Bylaws of Strong
Balanced Stock Fund, Inc. or any material agreement known to such counsel to
which Strong Balanced Stock Fund, Inc. is a party or by which it is bound;
(5) to the knowledge of such counsel, no consent, approval,
authorization, or order of any court or governmental authority is required for
the consummation by the Selling Fund of the transactions contemplated by this
Agreement, except such as have been obtained under the Securities Act of 1933
(the "1933 Act"), state securities laws, the 1940 Act, as amended, and, the
rules and regulations under those statutes; and
(6) Strong Balanced Stock Fund, Inc. is registered as an
investment company under the 1940 Act and such registration with the Securities
and Exchange Commission ("SEC") as an investment company under the 1940 Act is
in full force and effect.
Such opinion: (i) shall state that while such counsel has not verified,
and is not passing upon and does not assume responsibility for, the accuracy,
completeness, or fairness of any portion of the Form N-14 Registration Statement
relating to the Reorganization or any amendment thereof or supplement thereto,
it has generally reviewed and discussed certain information included therein
with respect to the Selling Fund and Strong Balanced Stock Fund, Inc. with
certain officers of Strong Balanced Stock Fund, Inc. and that in the course of
such review and discussion no facts came to the attention of such counsel that
caused it to believe that, on the respective effective or clearance dates of the
Form N-14 Registration Statement, and any amendment thereof or supplement
thereto and only insofar as they relate to information with respect to Strong
Balanced Stock Fund, Inc. and the Selling Fund, the Form N-14 Registration
Statement or any amendment thereof or supplement thereto contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not misleading;
(ii) shall state that such counsel does not express any opinion or belief as to
the financial statements, other financial data, statistical data, or any
information relating to Strong Balanced Stock Fund, Inc. or the Selling Fund
contained or incorporated by reference in the Form N-14 Registration Statement;
and (iii) shall state that such opinion is solely for the benefit of Strong
Balanced Fund, Inc. and its Board and officers.
In giving such opinion, counsel may rely upon officers' certificates
and certificates of public officials.
7. Conditions Precedent to Obligations of the Selling Fund. The
obligations of the Selling Fund under this Agreement shall be subject to the
following conditions:
(a) All representations and warranties of the Acquiring Fund contained
in this Agreement shall be true and correct in all material respects as of the
date of this Agreement and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same force
and effect as if made on and as of the Effective Time.
(b) Strong Balanced Stock Fund, Inc. shall have received an opinion of
counsel to both Funds, regarding the transaction, in form reasonably
satisfactory to Strong Balanced Stock Fund, Inc., and dated as of the Effective
Time, to the effect that:
(1) Strong Balanced Fund, Inc. is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Wisconsin;
(2) the shares of the Acquiring Fund issued and outstanding at
the Effective Time are duly authorized and validly issued, fully paid, and
non-assessable by Strong Balanced Fund, Inc., except to the extent provided in
Section 180.0622(2)(b) of the Wisconsin Statutes (including judicial
interpretations thereof and any successor to said section 180.0622(2)(b)), and
the Acquiring Fund Shares to be delivered to the Selling Fund, as provided for
by this Agreement, are duly authorized and upon delivery pursuant to the terms
of this Agreement, will be validly issued, fully paid, and non-assessable by
Strong Balanced Fund, Inc., except to the extent provided in Section
180.0622(2)(b) of the Wisconsin Statutes (including judicial interpretations
thereof and any successor to said section 180.0622(2)(b)), and no shareholder of
the Acquiring Fund has any option, warrant, or preemptive right to subscription
or purchase in respect thereof based on a review of Strong Balanced Fund, Inc.'s
Amended and Restated Articles of Incorporation and Bylaws and otherwise to such
counsel's knowledge;
(3) the Board of Strong Balanced Fund, Inc. has duly
authorized the Acquiring Fund as a class of common stock of Strong Balanced
Fund, Inc. pursuant to the terms of the Amended and Restated Articles of
Incorporation of Strong Balanced Fund, Inc.;
(4) this Agreement has been duly authorized, executed, and
delivered by Strong Balanced Fund, Inc. and represents a valid and binding
contract of Strong Balanced Fund, Inc., enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and transfer, and other similar laws of
general applicability related to or affecting creditors' rights and to general
equity principles; provided, however, that no opinion need be expressed with
respect to provisions of this Agreement relating to indemnification nor with
respect to provisions of this Agreement intended to limit liability for
particular matters to the Acquiring Fund and its assets;
(5) the execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated by this Agreement will not,
violate the Amended and Restated Articles of Incorporation or Bylaws of Strong
Balanced Fund, Inc. or any material agreement known to such counsel to which
Strong Balanced Fund, Inc. is a party or by which it is bound;
(6) to the knowledge of such counsel, no consent, approval,
authorization, or order of any court or governmental authority is required for
the consummation by Acquiring Fund of the transactions contemplated by this
Agreement, except such as have been obtained under the 0000 Xxx, xxxxx
securities laws, the 1940 Act, as amended, and, the rules and regulations under
those statutes; and
(7) Strong Balanced Fund, Inc. is registered as an investment
company under the 1940 Act and such registration with the SEC as an investment
company under the 1940 Act is in full force and effect.
Such opinion: (i) shall state that while such counsel has not verified,
and is not passing upon and does not assume responsibility for, the accuracy,
completeness, or fairness of any portion of the Form N-14 Registration Statement
relating to the Reorganization or any amendment thereof or supplement thereto,
it has generally reviewed and discussed certain information included therein
with respect to the Acquiring Fund and Strong Balanced Fund, Inc. with certain
officers of Strong Balanced Fund, Inc. and that in the course of such review and
discussion no facts came to the attention of such counsel which caused it to
believe that, on the respective effective or clearance dates of the Form N-14
Registration Statement and any amendment thereof or supplement thereto and only
insofar as they relate to information with respect to Strong Balanced Fund, Inc.
and the Acquiring Fund, the Form N-14 Registration Statement or any amendment
thereof or supplement thereto contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; (ii) shall state that such
counsel does not express any opinion or belief as to the financial statements,
other financial data, statistical data, or information relating to Strong
Balanced Fund, Inc. or the Acquiring Fund contained or incorporated by reference
in the Form N-14 Registration Statement; and (iii)
shall state that such opinion is solely for the benefit of Strong Balanced Stock
Fund, Inc. and its Board and officers.
In giving such opinion, counsel may rely upon officers' certificates
and certificates of public officials.
8. Further Conditions Precedent to Obligations of the Selling Fund and
the Acquiring Fund. The obligations of the Selling Fund and the Acquiring Fund
to effectuate this Agreement shall be subject to the satisfaction of each of the
following conditions as of the Effective Time:
(a) Any authority from the SEC as may be necessary to permit the
parties to carry out the transactions contemplated by this Agreement shall have
been received.
(b) The Registration Statement on Form N-1A of the Acquiring Fund shall
be effective under the 1933 Act, and, to the best knowledge of the Acquiring
Fund, no investigation or proceeding for that purpose shall have been instituted
or be pending, threatened or contemplated under the 1933 Act.
(c) The Acquiring Fund has filed all documents and paid all fees
required to permit its shares to be offered to the public in all states of the
United States, the Commonwealth of Puerto Rico, and the District of Columbia
(except where such qualifications are not required) so as to permit the transfer
contemplated by this Agreement to be consummated.
(d) The Selling Fund and Acquiring Fund shall have received on or
before the Effective Time an opinion of counsel satisfactory to the Selling Fund
and the Acquiring Fund substantially to the effect that the Reorganization, as a
tax-free reorganization within the meaning of Section 368(a) of the Code, will
have the following U.S. federal income tax consequences for Selling Fund
shareholders, the Selling Fund, and the Acquiring Fund:
(1) No gain or loss will be recognized by the Selling Fund
upon the transfer of its assets in exchange solely for Acquiring Fund Shares and
the assumption by the Acquiring Fund of the Selling Fund's liabilities (except
those, if any, for which specific reserves have been set aside);
(2) No gain or loss will be recognized by the Acquiring Fund
on its receipt of the Selling Fund's assets in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Selling Fund's
liabilities (except those, if any, for which specific reserves have been set
aside);
(3) The basis of the Selling Fund's assets in the Acquiring
Fund's hands will be the same as the basis of those assets in the Selling Fund's
hands immediately before the Reorganization;
(4) The Acquiring Fund's holding period for the assets
transferred to the Acquiring Fund by the Selling Fund will include the holding
period of those assets in the Selling Fund's hands immediately before the
Reorganization;
(5) No gain or loss will be recognized by the Selling Fund on
the distribution of Acquiring Fund Shares to the Selling Fund's shareholders in
exchange for Selling Fund Shares;
(6) No gain or loss will be recognized by the Selling Fund's
shareholders as a result of the Selling Fund's distribution of Acquiring Fund
Shares to the Selling Fund's shareholders in exchange for the Selling Fund's
shareholders' Selling Fund Shares;
(7) The basis of the Acquiring Fund Shares received by the
Selling Fund's shareholders will be the same as the basis of that Selling Fund's
shareholders' Selling Fund Shares surrendered in exchange therefor; and
(8) The holding period of the Acquiring Fund Shares received
by the Selling Fund's shareholders will include the Selling Fund's shareholders'
holding period for the Selling Fund's
shareholders' Selling Fund Shares surrendered in exchange for the Acquiring Fund
Shares, provided that the Selling Fund Shares were held as capital assets on the
date of the Reorganization.
(e) This Agreement, the Reorganization, and the Plan of Dissolution
contemplated by this Agreement shall have been approved by the shareholders of
the Selling Fund in the manner required under the Wisconsin Statutes.
(f) The Board of Strong Balanced Fund, Inc., at a meeting duly called
for such purpose, shall have authorized the issuance by the Acquiring Fund of
Acquiring Fund Shares as of the Effective Time in exchange for the assets of the
Selling Fund pursuant to the terms and provisions of this Agreement.
(g) Neither the Selling Fund nor the Acquiring Fund (nor the
Corporations) will take any action or cause any action to be taken that is
inconsistent with the treatment of the Reorganization as a reorganization within
the meaning of Section 368(a) of the Code or results in the failure of the
transaction to qualify as a reorganization with the meaning of Section 368(a) of
the Code. At or prior to the Effective Time, the parties will take such action,
or cause such action to be taken, as is reasonably necessary to enable counsel
to deliver the tax opinion contemplated in this Agreement.
9. Effective Time of the Reorganization. The exchange of the Selling
Fund's assets for corresponding Acquiring Fund Shares shall be effective as of
the close of market on March 28, 2003, or at such other time and date as fixed
by the mutual consent of the parties (the "Effective Time").
10. Termination. This Agreement and the transactions contemplated by
this Agreement may be terminated and abandoned with respect to the Acquiring
Fund and/or the Selling Fund, without penalty, by resolution of the Board of
Strong Balanced Fund, Inc. or Strong Balanced Stock Fund, Inc., respectively, or
at the discretion of any duly authorized officer of such Corporations, at any
time prior to the Effective Time, if circumstances should develop that, in the
opinion of such Board or officer, make proceeding with the Agreement
inadvisable. In the event of any such termination, there shall be no liability
for damages on the part of the Acquiring Fund, the Selling Fund, or the
Corporations, or their respective Board or officers.
11. Amendment and Waiver. This Agreement may be amended, modified, or
supplemented in such manner as may be mutually agreed upon in writing by the
parties; provided, that no amendment may have the effect of changing the
provisions for determining the number or value of Acquiring Fund Shares to be
paid to the Selling Fund's shareholders under this Agreement to the detriment of
the Selling Fund's shareholders without their further approval. Furthermore,
either party may waive any breach by the other party or the failure to satisfy
any of the conditions to its obligations (this waiver must be in writing and
authorized by any officer of the waiving party with or without the approval of
the party's shareholders).
12. Indemnification.
(a) The Acquiring Fund shall indemnify, defend, and hold harmless the
Selling Fund, its directors, officers, employees, and agents against all losses,
claims, demands, liabilities, and expenses, including reasonable legal and other
expenses incurred in defending third-party claims, actions, suits, or
proceedings, arising from any of its representations, warranties, covenants, or
agreements set forth in this Agreement.
(b) The Selling Fund, with respect to any claim asserted prior to the
Effective Time, shall indemnify, defend, and hold harmless the Acquiring Fund,
its directors, officers, employees, and agents against all losses, claims,
demands, liabilities, and expenses, including reasonable legal and other
expenses incurred in defending third-party claims, actions, suits, or
proceedings, arising from any of its representations, warranties, covenants, or
agreements set forth in this Agreement.
13. Fees and Expenses. Each Fund shall be solely liable for its own
expenses incurred in connection with entering into and carrying out the
transactions contemplated by this Agreement, whether or not the transactions
contemplated hereby are consummated.
14. Headings, Counterparts, Assignment.
(a) The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns, but no assignment or
transfer of any rights or obligations shall be made by any party without the
written consent of the other party. Nothing in this Agreement expressed or
implied is intended nor shall be construed to confer upon or give any person,
firm, or corporation (other than the parties and their respective successors and
assigns) any rights or remedies under or by reason of this Agreement.
15. Entire Agreement. The Acquiring Fund and Selling Fund agree that
neither party has made any representation, warranty, or covenant not set forth
in this Agreement and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties, and covenants contained in
this Agreement or in any document delivered pursuant to this Agreement or in
connection with this Agreement shall survive the consummation of the
transactions contemplated under this Agreement.
16. Further Assurances. The Acquiring Fund and Selling Fund shall take
such further action as may be necessary or desirable and proper to consummate
the transactions contemplated by this Agreement.
17. Binding Nature of Agreement. As provided in the Corporations'
Bylaws, as amended and supplemented to date, this Agreement was executed by the
undersigned officers of the respective Corporations, on behalf of the Selling
Fund and the Acquiring Fund, as officers and not individually. The obligations
of this Agreement are not binding upon the undersigned officers individually,
but are binding only upon the assets and property of the respective
Corporations. Moreover, no class or series of either Corporation shall be liable
for the obligations of any other classes or series of the Corporation,
respectively.
18. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Wisconsin.
STRONG BALANCED STOCK FUND, INC.
on behalf of STRONG BALANCED ASSET FUND
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
STRONG BALANCED FUND, INC.
on behalf of STRONG BALANCED FUND
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
ANNEX 1 TO AGREEMENT AND PLAN OF REORGANIZATION
To Be Effective __________, 2003
FORM OF PLAN OF DISSOLUTION
OF
STRONG BALANCED STOCK FUND, INC.
This Plan of Dissolution (the "Plan") of Strong Balanced Stock Fund, Inc. (the
"Corporation"), a Corporation organized and existing under the laws of the State
of Wisconsin and an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), is intended to
accomplish the dissolution of the Corporation in conformity with the laws of the
State of Wisconsin (and the 1940 Act to the extent applicable). The Corporation
currently consists of a single class, the Strong Balanced Asset Fund (the
"Fund") and a single series, the Investor series (the "Series"). The outstanding
voting shares of the Investor series of the Fund constitute all of the
outstanding voting shares of the Corporation.
WHEREAS, on November 8, 2002, the Corporation's Board of Directors (the "Board")
unanimously determined that it was in the best interests of the Corporation and
its shareholders to liquidate the Fund and dissolve the Corporation, subject to
approval by the shareholders of the Fund; and
WHEREAS, the Board has considered and approved this Plan as the method
dissolving the Corporation and has directed that this Plan be submitted to the
shareholders of the Corporation for approval;
NOW, THEREFORE, the dissolution of the Corporation shall be carried out in the
manner hereinafter set forth:
1. Wisconsin Statutes. In accordance with Section 180.1402 of the
Wisconsin Statutes, this Plan will not be considered to be effective
unless adopted by the requisite affirmative vote of the issued and
outstanding stock of the Corporation and by the Board.
2. Cessation of Business. After the Effective Date ("Effective Date") of
the Reorganization as set forth in the Agreement and Plan of
Reorganization between the Corporation and Strong Balanced Fund, Inc.
("Agreement and Plan of Reorganization") the Corporation shall cease
its business as an investment company and shall not engage in any
business activities except for the purposes of winding up its business
and affairs.
3. Fixing of Interests and Closing of Books. The proportionate interests
of the shareholders of each class in the assets of the Corporation
shall be fixed on the basis of their respective holdings at the close
of business as of the Effective Date. As of the Effective Date, the
books of the Corporation shall be closed.
4. Assets and Liabilities. The assets and liabilities of the Corporation,
as held by the Fund, shall be exchanged and liquidated as set forth in
the Agreement and Plan of Reorganization.
5. Expenses of the Liquidation and Dissolution of the Corporation. The
Fund shall pay the expenses of the liquidation and dissolution.
6. Deregistration as an Investment Company. After the Effective Date, the
Corporation shall file with the Securities and Exchange Commission an
application for an order declaring that the Corporation has ceased to
be an investment company and such other filings as may be required by
the SEC.
7. Dissolution. As promptly as practicable after the Effective Date, the
Corporation shall be dissolved in accordance with the laws of the State
of Wisconsin.
8. Power of Directors. In addition to the power of the directors of the
Corporation under Wisconsin law, the Board (and subject to the
discretion of the Board, the officers of the Corporation) shall have
authority to do or authorize any or all acts and things as they may
consider necessary or desirable to carry out the purposes of the Plan,
including, without limitation, the execution and filing of all
certificates, documents, information returns, tax returns, forms and
other papers which may be necessary or appropriate to implement the
Plan or which may be required by the provisions of Wisconsin law, the
1940 Act, the Securities Act of 1933, and any other applicable law. The
Board shall have the authority to authorize such variations from, or
amendments of, the provisions of the Plan (other than the terms, if
any, governing liquidating distributions) as may be necessary or
appropriate to effect the dissolution of the Corporation in accordance
with the purposes to be accomplished by the Plan.
ANNEX 2 TO AGREEMENT AND PLAN OF REORGANIZATION
To Be Effective __________, 2003
FORM OF ARTICLES OF DISSOLUTION
OF
STRONG BALANCED STOCK FUND, INC.
These Articles of Dissolution are executed by the undersigned for the
purpose of dissolving a Wisconsin Corporation under Chapter 180 of the Wisconsin
Statutes in connection with a reorganization effected pursuant to the Agreement
and Plan of Reorganization between the Corporation and Strong Balanced Fund,
Inc. attached hereto:
ARTICLE I
The name of the Corporation is the Strong Balanced Stock Fund, Inc.
ARTICLE II
Authority to dissolve the Corporation was granted by the Board of
Directors of the Corporation on November 8, 2002 and the shareholders of the
Corporation on _________, 2003, in accordance with Section 180.1402 of the
Wisconsin Statutes.
Executed in Duplicate on this ____ day of _______, 2003.
STRONG BALANCED STOCK FUND, INC.
By: __________________________________
Xxxxxxx X. Xxxxx
Vice President and Secretary
This instrument was drafted by:
Xxxxx X. Xxxx
Strong Capital Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, Xxxxxxxxx 00000
