FORM OF AGREEMENT AND PLAN OF REORGANIZATION
EXHIBIT
A
This
AGREEMENT AND PLAN OF
REORGANIZATION, dated as of _______, (the "Agreement") is made between Rochdale
Investment Trust, a statutory trust organized under the laws of state of
Delaware, (the “Rochdale Trust”), with its principal place of business located
at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, with respect to its
portfolio, the Rochdale Atlas Portfolio (the "Rochdale Fund") and Federated
Equity Funds, a Massachusetts business trust (the “Federated Trust”) with its
principal place of business located at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX,
00000-0000, on behalf of its newly-organized portfolio, the Federated
InterContinental Fund (the "Successor Fund").
RECITALS
WHEREAS,
the Board of Trustees of the
Federated Trust and the Board of Trustees of the Rochdale Trust have determined
that it is in the best interests of the Federated Trust and the Rochdale Trust,
respectively, that the assets of the Rochdale Fund be acquired by the Successor
Fund pursuant to this Agreement; and
WHEREAS,
the parties desire to enter
into a plan of exchange which would constitute a reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended
(the "Code").
AGREEMENT
NOW
THEREFORE, in consideration of the
premises and of the covenants and agreements hereinafter set forth, the parties
hereto agree as follows:
1. Plan
of Exchange.
(a) Subject
to the terms and conditions set forth herein, the Rochdale Fund shall assign,
transfer and convey its assets, including all securities and cash held by the
Rochdale Fund (subject to the liabilities of the Rochdale Fund which shall
be
assumed by the Successor Fund) to the Successor Fund, and the Successor Fund
shall acquire all of the assets of the Rochdale Fund (subject as aforesaid
to
the liabilities of the Rochdale Fund) in exchange for full and fractional shares
of beneficial interest of the Successor Fund (the "Successor Fund Shares"),
to
be issued by the Federated Trust, having an aggregate number equal to the number
of shares of the Rochdale Fund then outstanding, and having an aggregate net
asset value equal to the net assets of the Rochdale Fund. The value of the
assets of the Rochdale Fund and the net asset value per share of the Successor
Fund Shares shall be computed as of the close of the New York Stock Exchange
(normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined)
(such time and date being hereinafter called the "Valuation Time") in accordance
with the procedures for determining the value of the Successor Fund's assets
set
forth in the Successor Fund's organizational documents and the then-current
prospectus and statement of additional information for the Successor Fund that
forms a part of the Successor Fund's Registration Statement on Form N-1A (the
"Registration Statement"). Successor Fund will not issue certificates
representing Successor Fund Shares in connection with the Reorganization. In
lieu of delivering certificates for the Successor Fund Shares, the Federated
Trust shall credit the Successor Fund Shares to the Rochdale Fund's account
on
the share record books of the Federated Trust and shall deliver a confirmation
thereof to the Rochdale Fund. The Rochdale Fund shall then deliver written
instructions to the Federated Trust's transfer agent to establish accounts
for
the shareholders on the share record books relating to the Successor
Fund.
(b) When
the Successor Fund Shares are distributed pursuant to paragraph 1(a), all
outstanding shares of the Rochdale Fund, including any represented by
certificates, shall be canceled on the Rochdale Fund's share transfer books.
No
redemption or repurchase of Successor Fund Shares credited to a shareholder's
account in respect of shares of the Rochdale Fund represented by unsurrendered
share certificates shall be permitted until such certificates have been
surrendered to the Federated Trust for cancellation or, if such certificates
are
lost or misplaced, lost certificate affidavits and/or such other documentation
that is satisfactory to the Federated Trust or its transfer agent have been
executed and delivered thereto.
(c) Delivery
of the assets of the Rochdale Fund to be transferred shall be made on the
Exchange Date (as hereinafter defined). Assets transferred shall be delivered
to
State Street Bank and Trust Company, the Federated Trust's custodian (the
"Custodian"), for the account of the Federated Trust and the Successor Fund
with
all securities not in bearer or book entry form duly endorsed, or accompanied
by
duly executed separate assignments or stock powers, in proper form for transfer,
with signatures guaranteed, and with all necessary stock transfer stamps,
sufficient to transfer good and marketable title thereto (including all accrued
interest and dividends and rights pertaining thereto) to the Custodian for
the
account of the Federated Trust and the Successor Fund free and clear of all
liens, encumbrances, rights, restrictions and claims. All cash delivered shall
be in the form of immediately available funds payable to the order of the
Custodian for the account of the Federated Trust and the Successor
Fund.
(d) The
Rochdale Fund will pay or cause to be paid to the Federated Trust any interest
received on or after the Exchange Date with respect to assets transferred from
the Rochdale Fund to the Successor Fund hereunder and to the Federated Trust
and
any distributions, rights or other assets received by the Rochdale Fund after
the Exchange Date as distributions on or with respect to the securities
transferred from the Rochdale Fund to the Successor Fund hereunder. All such
assets shall be deemed included in assets transferred to the Successor Fund
on
the Exchange Date and shall not be separately valued.
(e) The
Exchange Date shall be August 24, 2007, or such earlier or later date as may
be
mutually agreed upon by the parties.
(f) As
soon as practicable after the Exchange Date, the Rochdale Fund shall distribute
all of the Successor Fund Shares received by it to the holders of shares of
the
Rochdale Fund in numbers equal to the number of shares that each such
shareholder holds in the Rochdale Fund, and shall take all other steps necessary
to effect its dissolution and termination. After the Exchange Date, the Rochdale
Fund shall not conduct any business except in connection with its dissolution
and termination.
2. The
Rochdale Trust’s Representations and Warranties. The Rochdale Trust, on
behalf of the Rochdale Fund, represents and warrants to and agrees with the
Federated Trust on behalf of the Successor Fund as follows:
(a) The
Rochdale Trust is a Delaware statutory trust duly organized, validly existing
and in good standing under the laws of the State of Delaware and has power
to
own all of its properties and assets and, subject to the approval of its
shareholders as contemplated hereby, to carry out this Agreement.
(b) This
Agreement has been duly authorized, executed and delivered by and is valid
and
binding on the Rochdale Trust, enforceable in accordance with its terms, except
as such enforcement may be limited by applicable bankruptcy, insolvency, and
other similar laws of general applicability relating to or affecting creditors'
rights and to general principles of equity. The execution and delivery of this
Agreement does not and will not, and the consummation of the transactions
contemplated by this Agreement will not, violate the Rochdale Trust's
Declaration of Trust or By-Laws or any agreement or arrangement to which it
is a
party or by which it is bound.
(c) The
Rochdale Trust is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company, and
such
registration has not been revoked or rescinded and is in full force and
effect.
(d) Except
as shown on the audited financial statements of the Rochdale Fund for its most
recently completed fiscal period and as incurred in the ordinary course of
the
Rochdale Fund's business since then, the Rochdale Fund has no liabilities of
a
material amount, contingent or otherwise, and there are no legal, administrative
or other proceedings pending or, to the Rochdale Fund's knowledge, threatened
against the Rochdale Fund.
(e) On
the Exchange Date, the Rochdale Fund will have full right, power and authority
to sell, assign, transfer and deliver the Rochdale Fund's assets to be
transferred by it hereunder.
(f) For
each fiscal year taxable year and fiscal year (or part thereof) of its
operation, the Rochdale Fund has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment
company.
(g) At
the Exchange Date, all Federal and other tax returns and reports of the Rochdale
Fund required by law then to be filed shall have been filed, and all Federal
and
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 Rochdale Fund’s knowledge no
such return is currently under audit and no assessment has been asserted with
respect to such returns.
3. The
Federated Trust’s Representations and Warranties. The Federated Trust, on
behalf of the Federated Trust and the Successor Fund, represents and warrants
to
and agrees with the Rochdale Trust, on behalf of the Rochdale Fund, as
follows:
(a) The
Federated Trust, is a Massachusetts business trust duly organized, validly
existing and in good standing under the laws of The Commonwealth of
Massachusetts; the Successor Fund is a duly organized portfolio of the Federated
Trust; and the Federated Trust has the power to carry on its business as it
is
now being conducted and to carry out this Agreement.
(b) This
Agreement has been duly authorized, executed and delivered by the Federated
Trust and is valid and binding on the Federated Trust, enforceable in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, and other similar laws of general applicability relating
to or affecting creditors' rights and to general principles of equity. The
execution and delivery of this Agreement does not and will not, and the
consummation of the transactions contemplated by this Agreement will not,
violate the Federated Trust's Declaration of Trust or By-Laws or any agreement
or arrangement to which it is a party or by which it is bound.
(c) The
Federated Trust is registered under the 1940 Act as an open-end management
investment company and such registration has not been revoked or rescinded
and
is in full force and effect.
(d) The
Successor Fund does not have any liabilities of a material amount, contingent
or
otherwise and there are no legal, administrative or other proceedings pending
or, to the Federated Trust's knowledge, threatened against the Successor Fund.
Other than organizational activities, the Successor Fund has not engaged in
any
business activities.
(e) At
the Exchange Date, the Successor Fund Shares to be issued to the Rochdale Fund
(the only Successor Fund shares to be issued as of the Exchange Date) will
have
been duly authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued and will be fully paid and non-assessable
by
the Federated Trust. No Federated Trust or Successor Fund shareholder will
have
any preemptive right of subscription or purchase in respect
thereof.
4. The
Federated Trust's Conditions Precedent. The obligations of the Federated
Trust hereunder shall be subject to the following conditions:
(a) The
Rochdale Fund shall have furnished to the Federated Trust a statement of the
Rochdale Fund's assets, including a list of securities owned by the Rochdale
Fund with their respective tax costs and values determined as provided in
Section 1 hereof, all as of the Exchange Date.
(b) As
of the Exchange Date, all representations and warranties of the Rochdale Trust
and the Rochdale Fund made in this Agreement shall be true and correct as if
made at and as of such date, and the Rochdale Trust and the Rochdale Fund shall
have complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to such date.
(c) A
meeting of the shareholders of the Rochdale Fund to approve this Agreement
and
the transactions and exchange contemplated hereby shall have been duly called
and held on this Agreement and the transaction contemplated hereby shall have
been adopted by the vote required by applicable law.
5. The
Rochdale Trust’s Conditions Precedent. The obligations of the Rochdale Trust
hereunder with respect to the Rochdale Fund shall be subject to the condition
that as of the Exchange Date all representations and warranties of the Federated
Trust and the Successor Fund made in this Agreement shall be true and correct
as
if made at and as of such date, and that the Federated Trust and the Successor
Fund shall have complied with all of the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to such
date.
6. The
Federated Trust's and the Rochdale Trust’s Conditions Precedent. The
obligations of both the Federated Trust and the Rochdale Trust hereunder shall
be subject to the following conditions:
(a) The
post-effective amendment to the Federated Trust's Registration Statement on
Form
N-1A relating to the Successor Fund under the Securities Act of 1933, as
amended, and the 1940 Act, if applicable, shall have become effective, and
any
additional post-effective amendments to such Registration Statement as are
determined by the Trustees of the Federated Trust to be necessary and
appropriate shall have been filed with the Securities and Exchange Commission
and shall have become effective.
(b) No
action, suit or other proceeding shall be threatened or pending before any
court
or governmental agency which seeks to restrain or prohibit, or obtain damages
or
other relief in connection with, this Agreement or the transactions contemplated
herein.
(c) Each
party shall have received an opinion of Xxxx Xxxxx, LLP to the effect that
the
reorganization contemplated by this Agreement qualifies as a "reorganization"
under Section 368(a)(1)(F) of the Code.
(d) The
Rochdale Fund shall receive an opinion of Xxxx Xxxxx LLP, counsel to the
Successor Fund, in form and substance reasonably acceptable to the Rochdale
Fund, covering such matters as may be reasonably requested by the Rochdale
Fund
and its counsel.
(e) The
Successor Fund shall receive an opinion of counsel to the Rochdale Fund, in
form
and substance reasonably acceptable to the Successor Fund, covering such matters
as may be reasonably requested by the Successor Fund and its
counsel.
Provided,
however, that at any time
prior to the Exchange Date, any of the foregoing conditions in this Section
6
may be waived by the parties if, in the judgment of the parties, such waiver
will not have a material adverse effect on the benefits intended under this
Agreement to the shareholders of the Rochdale Fund.
7. Expenses.
The Successor Fund, the Rochdale Fund, the Federated Trust and the Rochdale
Trust will not bear any expenses associated with the transactions contemplated
by this Agreement, except that the Successor Fund may incur registration fees,
on an as incurred basis.
8. Termination
of Agreement. This Agreement and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of the Federated
Trust or the Board of Trustees of the Rochdale Trust at any time prior to the
Exchange Date (and notwithstanding any vote of the shareholders of the Rochdale
Fund) if circumstances should develop that, in the opinion of either the Board
of Trustees of the Federated Trust or the Board of Trustees of the Rochdale
Trust, make proceeding with this Agreement inadvisable.
If
this Agreement is terminated and the
exchange contemplated hereby is abandoned pursuant to the provisions of this
Section 7, this Agreement shall become void and have no effect, without any
liability on the part of any party hereto or the Trustees, officers or
shareholders of the Rochdale Trust or the Trustees, officers or shareholders
of
the Federated Trust, in respect of this Agreement.
8. Waiver
and Amendments. At any time prior to the Exchange Date, any of the
conditions set forth in Section 4 may be waived by the Board of the Federated
Trust, and any of the conditions set forth in Section 5 may be waived by the
Board of the Rochdale Trust, if, in the judgment of the waiving party, such
waiver will not have a material adverse effect on the benefits intended under
this Agreement to the shareholders of the Rochdale Fund or the shareholders
of
the Successor Fund, as the case may be. In addition, prior to the Exchange
Date,
any provision of this Agreement may be amended or modified by the Boards of
the
Federated Trust and the Rochdale Trust if such amendment or modification would
not have a material adverse effect upon the benefits intended under this
Agreement and would be consistent with the best interests of shareholders of
the
Rochdale Fund and the Successor Fund.
9. No
Survival of Representations. None of the representations and warranties
included or provided for herein shall survive consummation of the transactions
contemplated hereby.
10. Governing
Law. This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Pennsylvania, without giving effect to principles
of
conflict of laws.
11. Capacity
of Trustees, Etc.
(a) The
names “Federated Equity Funds” and the "Board of Trustees of the Federated
Equity Funds" refer, respectively, to the trust created on April 17, 1984 and
the trustees, as trustees but not individually or personally, acting from time
to time under the Federated Trust's Declaration of Trust, which is hereby
referred to and a copy of which is on file at the office of the State Secretary
of The Commonwealth of Massachusetts and at the principal office of the
Federated Trust. The obligations of the Federated Trust entered into in the
name
or on behalf of the Successor Fund by any of the trustees, representatives
or
agents are made not individually, but in such capacities, and are not binding
upon any of the trustees, shareholders or representatives of the Federated
Trust
personally, but bind only the Successor Fund's trust property, and all persons
dealing with any portfolio of shares of the Federated Trust must look solely
to
the trust property belonging to such portfolio for the enforcement of any claims
against the Federated Trust.
(b) Both
parties specifically acknowledge and agree that any liability of the Federated
Trust under this Agreement, or in connection with the transactions contemplated
herein, shall be discharged only out of the assets of the Successor Fund and
that no other portfolio of the Federated Trust shall be liable with respect
thereto.
12. Counterparts.
This Agreement may be executed in counterparts, each of which, when executed
and
delivered, shall be deemed to be an original.
plan of
IN
WITNESS WHEREOF, the Federated Trust
and the Rochdale Trust have caused this Agreement and Plan of Reorganization
to
be executed as of the date above first written.
ROCHDALE
INVESTMENT TRUST,
on
behalf
of the portfolio, Rochdale Atlas Portfolio
By:
Title:
on
behalf
of its portfolio, Federated InterContinental Fund
By:
Title:
