AGREEMENT AND PLAN OF REORGANIZATION
Colonial Trust VI
Colonial Aggressive Growth Fund
COLONIAL TRUST VI, a Massachusetts business trust (the "Colonial
Trust"), on behalf of its series Colonial Aggressive Growth Fund (the "Colonial
Fund"), and XXXXX XXX INVESTMENT TRUST, a Massachusetts business trust (the
"Xxxxx Xxx Trust"), on behalf of its series Xxxxx Xxx Small Company Growth Fund
(the "Xxxxx Xxx Fund"), agree upon the following plan of reorganization:
1. Succession of the Colonial Trust by the Xxxxx Xxx Trust;
Distribution of Shares of the Xxxxx Xxx Fund. The Colonial Trust shall transfer
to the Xxxxx Xxx Trust, on behalf of the Colonial Fund, all of the assets of the
Colonial Fund, in exchange for which the Xxxxx Xxx Fund shall simultaneously
assume all of the liabilities of the Colonial Fund, and the Xxxxx Xxx Fund shall
issue to the Colonial Fund shares of the Xxxxx Xxx Fund equal in number and net
asset value to the number and net asset value of shares of each class (including
fractional shares) of the Colonial Fund then outstanding. The Colonial Fund
shall promptly distribute to its shareholders the number of shares of the Xxxxx
Xxx Fund (including fractional shares) equal in number and net asset value to
the number and net asset value of shares (including any fractional shares) of
the Colonial Fund of the class then owned by the shareholder, in exchange for
and cancellation of the shareholder's shares of the Colonial Fund (which series
of actions is referred to hereafter as the "Reorganization").
2. Shareholder Accounts; Share Certificates. The distribution to the
shareholders of the Colonial Fund shall be accomplished by establishing an
account on the share records of the Xxxxx Xxx Fund in the name of each
registered shareholder of the Colonial Fund, and crediting that account with a
number of shares of the Xxxxx Xxx Fund equal to the number of shares (including
any fractional shares) of the Colonial Fund of the class owned of record by the
shareholder at the time of the distribution. Outstanding certificates
representing shares of the Colonial Fund shall thereafter represent an equal
number of shares of the Xxxxx Xxx Fund.
3. Termination of the Colonial Fund. Promptly after the closing of the
Reorganization, the Colonial Fund shall terminate its operations.
4. Closing. The Reorganization shall take place on February 2 1999 at
5:00 p.m., Chicago time, at the offices of Xxxxx Xxx & Xxxxxxx Incorporated, Xxx
Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx or at such other date, time or place as
may be agreed upon by the parties.
5. Conditions to Closing. The obligations of the parties to consummate
the Reorganization shall be subject to the following conditions:
a. A post-effective amendment to Xxxxx Xxx Trust's registration
statement on Form N-1A (the "Registration Statement") relating
to shares of the Xxxxx Xxx Fund shall have been filed by the
Xxxxx Xxx Trust with the Securities and Exchange Commission
(the "SEC") and the Registration Statement shall have become
effective, and no stop-order suspending the effectiveness of
the registration statement shall have been issued and no
proceeding for that purpose shall have been initiated or
threatened by the SEC (other than any such stop-order,
proceeding or threatened proceeding which shall have been
withdrawn or terminated);
b. The SEC shall not have issued an unfavorable advisory report
under Section 25(b) of the Investment Company Act of 1940 nor
instituted any proceeding seeking to enjoin consummation of
the Reorganization under Section 25(c) of the Investment
Company Act of 1940;
c. The Reorganization shall have been approved by shareholders
of the Fund.
6. Representations. The Colonial Trust and/or the Xxxxx Xxx
Trust represent as follows:
a. The Colonial Trust and the Xxxxx Xxx Trust are duly organized
and existing in good standing under the laws of the
Commonwealth of Massachusetts, respectively;
b. The Colonial Trust and the Xxxxx Xxx Trust are each empowered
under applicable laws to enter into and perform this
agreement.
7. Amendments or Termination. This agreement may be amended at any
time, and may be terminated at any time before the closing of the
Reorganization, either before or after this agreement and plan of reorganization
has been approved by shareholders of the Colonial Fund, by agreement of the
Colonial Trust and the Xxxxx Xxx Trust, provided that no amendment shall have a
material adverse effect upon the interests of shareholders of the Colonial Fund.
In any case, this agreement and plan of reorganization may be terminated by
either the Colonial Trust or the Xxxxx Xxx Trust if the Reorganization has not
occurred by the close of business on __________.
8. Declaration of Trust. A copy of the Xxxxx Xxx Trust's agreement and
declaration of trust is on file with the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that this agreement is executed on
behalf of the trustees of the Xxxxx Xxx Trust as the trustees of the Xxxxx Xxx
Trust and not individually and that the obligations under this instrument are
not binding upon any of the trustees, officers or shareholders of the Xxxxx Xxx
Trust, individually, but binding only upon the assets and property of the Xxxxx
Xxx Fund.
9. Further Actions and Assurances. At any time after the closing of the
Reorganization, the Colonial Trust acting through its officers, shall execute
and deliver to the Xxxxx Xxx Trust such additional instruments of transfer or
other written assurances as the Xxxxx Xxx Trust may reasonably request in order
to vest in the Xxxxx Xxx Trust, acting on behalf of the Xxxxx Xxx Fund, title to
the assets transferred by the Colonial Fund under this agreement.
10. Governing Law. This agreement shall be construed in
accordance with applicable federal law and the laws of the State of Illinois,
except as to the provisions of Section 7 hereof which shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.
Dated______________________, 1999
COLONIAL TRUST VI,
on behalf of its series Colonial Aggressive
Growth Fund
BY _______________________________
Title_______________________________
ATTEST:
------------------------------
Secretary
XXXXX XXX INVESTMENT TRUST,
on behalf of its series Xxxxx Xxx Small Company
Growth Fund
BY _______________________________
Title_______________________________
ATTEST:
------------------------------
Secretary
