AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement")
is made as of September 27, 2016, by and between The RBB Fund,
Inc., a Maryland corporation (the "RBB Fund"), on behalf of its
separate investment series listed on Schedule A (the "Acquiring
Funds") and The Motley Fool Funds Trust, a Delaware statutory
trust ("MFFT"), on behalf of its separate investment series
listed on Schedule A (the "Acquired Funds" and, together with
the Acquiring Funds, the "Funds"). Motley Fool Asset
management, LLC, the investment adviser to the Acquiring Funds
and the Acquired Funds, is a party to this Agreement solely for
purposes of paragraph 8.2. All agreements, representations,
actions and obligations described herein made or to be taken or
undertaken by the Acquiring Funds are made and shall be taken or
undertaken by the RBB Fund on behalf of the Acquiring Funds and
all agreements, representations, actions and obligations
described herein made or to be taken or undertaken by the
Acquired Funds are made and shall be taken or undertaken by MFFT
on behalf of the Acquired Funds.
This Agreement is intended to be and is adopted as a "plan
of reorganization" within the meaning of Section 368(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization will consist of the transfer of all of the assets
of each of the Acquired Funds to its corresponding Acquiring
Fund in exchange solely for shares of beneficial interest of the
corresponding Acquiring Fund (the "Acquiring Fund Shares"), the
assumption by each Acquiring Fund of all liabilities of the
corresponding Acquired Fund, and the distribution of the
Acquiring Fund Shares to the shareholders of each corresponding
Acquired Fund in redemption of all outstanding Acquired Fund
Shares (as defined below) and in complete liquidation of each of
the Acquired Funds, all upon the terms and conditions
hereinafter set forth in this Agreement (the "Reorganization").
WHEREAS, the Acquiring Funds and the Acquired Funds are (or
will by the Effective Time, as defined in paragraph 3.1) each
separate investment series of registered open-end management
investment companies, and the Acquired Funds own securities
which are assets of the character in which the Acquiring Funds
are permitted to invest; and
WHEREAS, the Acquired Funds and the Acquiring Funds are
each authorized to issue their shares of beneficial interest;
and
WHEREAS, the Board of Directors of the RBB Fund has
determined, with respect to each of the Acquiring Funds, that:
(1) participation in the Reorganization is in the best interests
of each of the Acquiring Funds and their shareholders, and (2)
the interests of the existing shareholders of each of the
Acquiring Funds would not be diluted as a result of the
Reorganization; and
WHEREAS, the Board of Trustees of MFFT has determined, with
respect to each of the Acquired Funds, that: (1) participation
in the Reorganization is in the best interests of each of the
Acquired Funds and their shareholders, and (2) the interests of
the existing shareholders of each of the Acquired Funds would
not be diluted as a result of the Reorganization.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties
hereto covenant and agree as follows:
THE REORGANIZATION AND FUND TRANSACTIONS
The Reorganization. Subject to the terms and conditions
herein set forth and on the basis of the representations and
warranties contained herein, at the Effective Time (as defined
in paragraph 3.1), MFFT shall assign, deliver and otherwise
transfer the Assets (as defined in paragraph 1.2) of each of the
Acquired Funds to the corresponding Acquiring Fund, and RBB Fund
shall assume the Liabilities (as defined in paragraph 1.3) of
each of the Acquired Funds on behalf of the Acquiring Funds. In
consideration of the foregoing, at the Effective Time, each of
the Acquiring Funds shall deliver to the corresponding Acquired
Fund full and fractional Acquiring Fund Shares (to the third
decimal place). Holders of Investor Shares of each Acquired
Fund will receive Investor Shares of the corresponding Acquiring
Fund and holders of Institutional Shares of each Acquired Fund
will receive Institutional Shares of the corresponding Acquiring
Fund. The number of Acquiring Fund Shares to be delivered shall
be determined as set forth in paragraph 2.3.
Assets of the Acquired Funds. The assets of each Acquired
Fund to be acquired by the corresponding Acquiring Fund shall
consist of all assets and property, including, without
limitation, all cash, cash equivalents, securities, receivables
(including securities, interests and dividends receivable),
commodities and futures interests, rights to register shares
under applicable securities laws, any deferred or prepaid
expenses shown as an asset on the books of each respective
Acquired Fund at the Valuation Time, books and records of each
Acquired Fund, and any other property owned by the Acquired
Funds at the Valuation Time (collectively, the "Assets").
Liabilities of the Acquired Funds. Each Acquired Fund will
use commercially reasonable efforts to discharge all of its
known liabilities and obligations prior to the Valuation Time
consistent with its obligation to continue to pursue its
investment objective and strategies in accordance with the terms
of its prospectus. Each Acquiring Fund will assume all of its
corresponding Acquired Fund's liabilities and obligations of any
kind whatsoever, whether known or unknown, absolute, accrued,
contingent or otherwise, in existence on the Closing Date
(collectively, the "Liabilities").
Distribution of Acquiring Fund Shares. At the Effective
Time (or as soon thereafter as is reasonably practicable), each
Acquired Fund will distribute the Acquiring Fund Shares received
from its corresponding Acquiring Fund pursuant to paragraph 1.1,
pro rata to the record holders of the shares of the Acquired
Fund determined as of the Effective Time (the "Acquired Fund
Shareholders") in complete liquidation of each Acquired Fund.
Such distribution and liquidation will be accomplished by the
transfer of the Acquiring Fund Shares then credited to the
account of each Acquired Fund on the books of the corresponding
Acquiring Fund to open accounts on the share records of the
Acquiring Fund in the names of the Acquired Fund Shareholders.
The aggregate net asset value of the Acquiring Fund Shares to be
so credited to the respective Acquired Fund Shareholders shall
be equal to the aggregate net asset value of the then
outstanding shares of beneficial interest of each respective
Acquired Fund (the "Acquired Fund Shares") owned by Acquired
Fund Shareholders at the Effective Time. All issued and
outstanding shares of each Acquired Fund will simultaneously be
redeemed and canceled on the books of the Acquired Funds. The
Acquiring Funds shall not issue share certificates representing
the Acquiring Fund Shares in connection with such exchange.
Recorded Ownership of Acquiring Fund Shares. Ownership of
Acquiring Fund Shares will be shown on the books of the
Acquiring Funds' Transfer Agent (as defined in paragraph 3.3).
Filing Responsibilities of the Acquired Funds. Any
reporting responsibility of the Acquired Funds, including, but
not limited to, the responsibility for filing regulatory
reports, tax returns, or other documents with the Securities and
Exchange Commission (the "Commission"), any state securities
commission, and any Federal, state or local tax authorities or
any other relevant regulatory authority, is and shall remain the
responsibility of the Acquired Funds up to and including the
Closing Date and such later date as the Acquired Funds'
existence is terminated.
VALUATION
Net Asset Value of the Acquired Funds. The net asset value
of the Acquired Fund Shares shall be the net asset value
computed as of the Valuation Time, after the declaration and
payment of any dividends and/or other distributions on that
date, using the valuation procedures of the Acquired Funds.
Net Asset Value of the Acquiring Funds. The net asset
value of the Acquiring Fund Shares shall be the net asset value
computed as of the Valuation Time, after the declaration and
payment of any dividends and/or other distributions on that
date, using the valuation procedures of the Acquiring Funds.
Calculation of Number of Acquiring Fund Shares. The number
of Acquiring Fund Shares to be issued (including fractional
shares (to the third decimal place), if any) in connection with
the Reorganization shall be determined by dividing the value of:
(i) the per share net asset value of the Acquired Fund Shares
participating therein attributable to Investor Shares,
determined in accordance with the valuation procedures referred
to in paragraph 2.1 by the net asset value per Investor Shares
of the corresponding Acquiring Fund determined in accordance
with the valuation procedures referred to in paragraph 2.2; (ii)
the per share net asset value of the Acquired Fund Shares
participating therein attributable to Institutional Shares,
determined in accordance with the valuation procedures referred
to in paragraph 2.1 by the net asset value per Institutional
Share of the corresponding Acquiring Fund, determined in
accordance with the valuation procedures referred to in
paragraph 2.2. The parties agree that the intent of this
calculation is to ensure that the aggregate net asset value of
the Acquiring Fund Shares to be so credited to Acquired Fund
Shareholders shall be equal to the aggregate net asset value of
the then outstanding shares of beneficial interest of the
Acquired Fund Shares owned by Acquired Fund Shareholders at the
Effective Time.
Determination of Value. All computations of value
hereunder shall be made in accordance with each Fund's regular
practice and the requirements of the Investment Company Act of
1940, as amended (the "1940 Act"), and shall be subject to
confirmation by each Fund's respective independent registered
public accounting firm upon reasonable request of the other
Fund. MFFT and RBB Fund agree to use all commercially
reasonable efforts to resolve prior to the Valuation Time any
material pricing differences for prices of portfolio securities
of any Acquired Fund which are also held by a corresponding
Acquiring Fund.
Valuation Time. The Valuation Time shall be the time at
which the Funds calculate their net asset values as set forth in
their respective prospectuses (normally the close of regular
trading on the New York Stock Exchange ("NYSE")) on the business
day immediately preceding the Closing Date (as defined in
paragraph 3.1) (the "Valuation Time").
CLOSING
Closing. The Reorganization, together with related acts
necessary to consummate the same ("Closing"), shall occur at the
principal office of MFFT on or about December [ ], 2016, or at
such other place and/or on such other date as to which the
parties may agree (the "Closing Date"). All acts taking place
at the Closing shall be deemed to take place immediately prior
to the opening of business on the Closing Date unless otherwise
provided herein (the "Effective Time").
Transfer and Delivery of Assets. MFFT shall direct Bank of
New York Mellon ("BNY"), as custodian for the Acquired Funds, to
deliver, at the Closing, a certificate of an authorized officer
stating that: (i) the Assets were delivered in proper form to
the Acquiring Funds at the Effective Time, and (ii) all
necessary taxes in connection with the delivery of the Assets,
including all applicable Federal and state stock transfer
stamps, if any, have been paid or provision for payment has been
made. Each Acquired Fund's portfolio securities represented by
a certificate or other written instrument shall be presented by
BNY, on behalf of each respective Acquired Fund, to BNY, as
custodian for the corresponding Acquiring Fund. Such
presentation shall be made for examination no later than five
(5) business days preceding the Effective Time and shall be
transferred and delivered by each Acquired Fund as of the
Effective Time for the account of the corresponding Acquiring
Fund duly endorsed in proper form for transfer in such condition
as to constitute good delivery thereof. BNY, on behalf of each
of the Acquired Funds, shall deliver to BNY, as custodian of
each corresponding Acquiring Fund, as of the Effective Time by
book entry, in accordance with the customary practices of BNY
and of each securities depository, as defined in Rule 17f-4
under the 1940 Act, in which each Acquired Fund's Assets are
deposited, each Acquired Fund's Assets deposited with such
depositories. The cash to be transferred by each Acquired Fund
shall be delivered by wire transfer of Federal funds at the
Effective Time.
Share Records. MFFT shall direct BNY Mellon Investment
Servicing (US) Inc., in its capacity as transfer agent for each
of the Acquired Funds (the "Transfer Agent"), to deliver at the
Closing a certificate of an authorized officer stating that its
records contain the names and addresses of the Acquired Fund
Shareholders and the number and percentage ownership of
outstanding Acquired Fund Shares owned by each such Acquired
Fund Shareholder immediately prior to the Closing. Each
Acquiring Fund shall issue and deliver to the Secretary of the
corresponding Acquired Fund prior to the Effective Time a
confirmation evidencing that the appropriate number of Acquiring
Fund Shares will be credited to each respective Acquired Fund at
the Effective Time, or provide other evidence satisfactory to
the Acquired Funds as of the Effective Time that such Acquiring
Fund Shares have been credited to each Acquired Fund's accounts
on the books of the corresponding Acquiring Fund.
Postponement of Valuation Time. In the event that at the
Valuation Time the NYSE or another primary trading market for
portfolio securities of the Acquiring Funds or the Acquired
Funds (each, an "Exchange") shall be closed to trading or
trading thereupon shall be restricted, or trading or the
reporting of trading on such Exchange or elsewhere shall be
disrupted so that, in the mutual judgment of the Board of
Trustees of MFFT and the Board of Directors of RBB Fund,
accurate appraisal of the value of the net assets of the
Acquired Funds or the Acquiring Funds, respectively, is
impracticable, the Valuation Time shall be postponed until the
first business day after the day when trading shall have been
fully resumed and reporting shall have been restored.
REPRESENTATIONS AND WARRANTIES
Representations and Warranties of the Acquired Funds.
Except as has been fully disclosed to the Acquiring Funds in a
written instrument executed by an officer of MFFT, MFFT
represents and warrants to RBB Fund as follows:
Each Acquired Fund is a duly established series of
MFFT, which is a statutory trust duly organized, validly
existing and in good standing under the laws of State of
Delaware, with power under its Declaration of Trust and By-Laws,
each as amended from time to time, to own all of its properties
and assets and to carry on its business as it is presently
conducted.
MFFT is registered with the Commission as an open-end
management investment company under the 1940 Act, and the
registration of the Acquired Fund Shares under the Securities
Act of 1933, as amended (the "1933 Act"), is in full force and
effect.
No consent, approval, authorization, or order of any
court or governmental authority is required for the consummation
by the Acquired Funds of the transactions contemplated herein,
except such as have been obtained under the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act"),
and the 1940 Act, and such as may be required under state
securities laws.
The current prospectus, statement of additional
information, shareholder reports, marketing and other related
materials of the Acquired Funds and each prospectus and
statement of additional information of the Acquired Funds used
at all times prior to the date of this Agreement conform or
conformed at the time of their use in all material respects to
the applicable requirements of the 1933 Act and the 1940 Act and
the rules and regulations of the Commission thereunder and do
not or did not at the time of their use include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not materially misleading.
At the Effective Time, each Acquired Fund will have
good and marketable title to the Assets and full right, power,
and authority to sell, assign, transfer and deliver such Assets
hereunder free of any liens or other encumbrances, and upon
delivery and payment for such Assets, each corresponding
Acquiring Fund will acquire good and marketable title thereto,
subject to no restrictions on the full transfer thereof other
than such restrictions as might arise under the 1933 Act.
MFFT is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in:
(i) a violation of federal securities laws (including the 0000
Xxx) or of Delaware law or a material violation of its
Declaration of Trust and By-Laws, or of any agreement,
indenture, instrument, contract, lease or other undertaking to
which any Acquired Fund is a party or by which it is bound, or
(ii) the acceleration of any obligation, or the imposition of
any penalty, under any agreement, indenture, instrument,
contract, lease, judgment or decree to which any Acquired Fund
is a party or by which it is bound.
All material contracts or other commitments of each
Acquired Fund (other than this Agreement and certain investment
contracts, including options, futures, forward contracts and
other similar instruments) will terminate without liability or
obligation to each such Acquired Fund on or prior to the
Effective Time.
Except as otherwise disclosed to and accepted by the
Acquiring Funds in writing, no litigation or administrative
proceeding or investigation of or before any court or
governmental body is presently pending or, to its knowledge,
threatened against any Acquired Funds or any of its properties
or assets that, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its
business. The Acquired Funds know of no facts which might form
the basis for the institution of such proceedings and are not a
party to or subject to the provisions of any order, decree or
judgment of any court or governmental body that materially and
adversely affects their business or their ability to consummate
the transactions herein contemplated.
The Statements of Assets and Liabilities, Statements
of Operations and Changes in Net Assets, and Schedules of
Investments of the Acquired Funds at October 31, 2015 have been
audited by Xxxx, Xxxxxx & Xxxxx LLP, independent registered
public accounting firm, and are in accordance with accounting
principles generally accepted in the United States of America
("GAAP") consistently applied, and such statements (copies of
which have been furnished to the Acquiring Fund) present fairly,
in all material respects, the financial condition of the
Acquired Fund as of such date in accordance with GAAP, and there
are no known contingent liabilities of the Acquired Fund
required to be reflected on a balance sheet (including the notes
thereto) in accordance with GAAP as of such date not disclosed
therein.
Since October 31, 2015, there has not been any
material adverse change in any Acquired Fund's financial
condition, assets, liabilities or business, other than changes
occurring in the ordinary course of business, or any incurrence
by any Acquired Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as
otherwise disclosed to and accepted by the Acquiring Funds in
writing. For the purposes of this subparagraph (j), a decline
in net asset value per share of Acquired Fund Shares due to
declines in market values of securities held by an Acquired
Fund, the discharge of an Acquired Fund's liabilities, or the
redemption of an Acquired Fund's shares by shareholders of the
Acquired Fund shall not constitute a material adverse change.
At the Effective Time, all Federal and other tax
returns, dividend reporting forms, and other tax-related reports
of each Acquired Fund required by law to have been filed by such
date (including any extensions, if any) shall have been filed
and are or will be correct in all material respects, and all
Federal and other taxes shown as due or required to be shown as
due on said returns and reports shall have been paid or
provision shall have been made for the payment thereof and no
such return is currently under audit and no assessment has been
asserted with respect to such returns.
At the end of their first taxable year since the
commencement of operations, each Acquired Fund properly elected
to be treated as a "regulated investment company" under
Subchapter M of the Code. Each Acquired Fund has met the
requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company within the meaning
of Section 851 et seq. of the Code in respect of each taxable
year since its commencement of operations, and will continue to
meet such requirements at all times through the Closing Date.
None of the Acquired Funds has at any time since its inception
been liable for, nor is any now liable for, any material income
or excise tax pursuant to Sections 852 or 4982 of the Code.
There is no other tax liability (including, any foreign, state,
or local tax liability) except as set forth and accrued on each
Acquired Fund's books. The Acquired Funds have no earnings or
profits accumulated with respect to any taxable year in which
the provisions of Subchapter M of the Code did not apply. The
Acquired Funds will not be subject to corporate-level taxation
on the sale of any assets currently held by it as a result of
the application of Section 337(d) of the Code and the
regulations thereunder. All dividends paid by the Acquired
Funds at any time prior to the Closing Date shall have been
deductible pursuant to the dividends paid deduction under
Section 562 of the Code. Each Acquired Fund is in compliance in
all material respects with applicable regulations of the
Internal Revenue Service pertaining to the reporting of
dividends and other distributions on and redemptions of its
shares of beneficial interest and has withheld in respect of
dividends and other distributions and paid to the proper taxing
authorities all taxes required to be withheld, and is not liable
for any penalties which could be imposed thereunder.
All of the issued and outstanding shares of the
Acquired Funds will, at the Effective Time, be held by the
persons and in the amounts set forth in the records of the
Transfer Agent, on behalf of each Acquired Fund, as provided in
paragraph 3.3. The Acquired Funds do not have outstanding any
options, warrants or other rights to subscribe for or purchase
any of the shares of the Acquired Fund, nor is there outstanding
any security convertible into any Acquired Fund's shares.
The execution, delivery and performance of this
Agreement will have been duly authorized prior to the Effective
Time by all necessary action, if any, on the part of the
Trustees of MFFT, on behalf of each Acquired Fund, and, subject
to the approval of the shareholders of each respective Acquired
Fund, this Agreement will constitute a valid and binding
obligation of the Acquired Funds, enforceable in accordance with
its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating
to or affecting creditors' rights and to general equity
principles.
The Proxy Statement (as defined in paragraph 5.6),
insofar as it relates to any Acquired Fund, will, at the
Effective Time: (i) not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were
made, not materially misleading, and (ii) comply in all material
respects with the provisions of the 1933 Act, the 1934 Act, and
the 1940 Act and the rules and regulations thereunder; provided,
however, that the representations and warranties of this
subparagraph (o) shall not apply to statements in or omissions
from the Proxy Statement made in reliance upon and in conformity
with information that was furnished by the Acquiring Funds for
use therein.
Representations and Warranties of the Acquiring Funds.
Except as has been fully disclosed to the Acquired Funds in a
written instrument executed by an officer of RBB Fund, RBB Fund
represents and warrants to MFFT as follows:
Each Acquiring Fund is a duly established series of
the RBB Fund, which is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Maryland with power under its Articles of Incorporation and By-
Laws, to own all of its properties and assets and to carry on
its business as it is presently conducted.
At the Effective Time, RBB Fund is registered with the
Commission as an open-end management investment company under
the 1940 Act, and the registration of the Acquiring Fund Shares
under the 1933 Act will be in full force and effect.
No consent, approval, authorization, or order of any
court or governmental authority is required for the consummation
by the Acquiring Funds of the transactions contemplated herein,
except such as have been obtained under the 1933 Act, the 1934
Act and the 1940 Act and such as may be required under state
securities laws.
The current prospectuses, statement of additional
information, shareholder reports, marketing and other related
materials of the Acquiring Funds and each prospectus and
statement of additional information of the Acquiring Funds used
at all times prior to the date of this Agreement conform or
conformed at the time of their use in all material respects to
the applicable requirements of the 1933 Act and the 1940 Act and
the rules and regulations of the Commission thereunder and do
not or did not at the time of their use include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not materially misleading.
RBB Fund is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in:
(i) a violation of federal securities laws (including the 0000
Xxx) or of Maryland law or a material violation of the RBB
Fund's Articles of Incorporation and By-Laws or of any
agreement, indenture, instrument, contract, lease or other
undertaking to which any Acquiring Fund is a party or by which
it is bound, or (ii) the acceleration of any obligation, or the
imposition of any penalty, under any agreement, indenture,
instrument, contract, lease, judgment or decree to which any
Acquiring Fund is a party or by which it is bound.
Except as otherwise disclosed to and accepted by the
Acquired Funds in writing, no litigation or administrative
proceeding or investigation of or before any court or
governmental body is presently pending or, to each Acquiring
Fund's knowledge, threatened against an Acquiring Fund, or any
Acquiring Fund's properties or assets that, if adversely
determined, would materially and adversely affect an Acquiring
Fund's financial condition or the conduct of its business. The
Acquiring Funds know of no facts which might form the basis for
the institution of such proceedings and are not a party to or
subject to the provisions of any order, decree or judgment of
any court or governmental body that materially and adversely
affects their business or their ability to consummate the
transactions herein contemplated.
Prior to the Effective Time, none of the Acquiring
Funds will have carried on any business activity and none will
have any assets or liabilities.
At the Effective Time, all issued and outstanding
shares of each Acquiring Fund will be duly and validly issued
and outstanding, fully paid and non-assessable by the RBB Fund
and will be offered and sold in compliance in all material
respects with applicable registration requirements of the 1933
Act and state securities laws. No Acquiring Fund has
outstanding any options, warrants or other rights to subscribe
for or purchase any Acquiring Fund Shares, nor is there
outstanding any security convertible into any Acquiring Fund
Shares.
Each Acquiring Fund will meet the requirements of
Subchapter M of the Code for qualification as a regulated
investment company, will elect to be treated as such, and will
compute its federal income tax under Section 852 of the Code for
the period beginning on the Closing Date.
The execution, delivery and performance of this
Agreement will have been duly authorized prior to the Effective
Time by all necessary action, if any, on the part of the
Directors of the RBB Fund, on behalf of the Acquiring Fund, and
this Agreement will constitute a valid and binding obligation of
the Acquiring Fund, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles.
The Acquiring Fund Shares to be issued and delivered
to the Acquired Fund, for the account of the Acquired Fund
Shareholders, pursuant to the terms of this Agreement, will at
the Effective Time have been duly authorized and, when so issued
and delivered, will be duly and validly issued Acquiring Fund
Shares, will be fully paid and non-assessable by the RBB Fund
and will have been issued in every jurisdiction in compliance in
all material respects with applicable registration requirements
and applicable securities laws. The Acquiring Fund does not
have outstanding any options, warrants or other rights to
subscribe for or purchase any of the shares of the Acquiring
Fund, nor is there outstanding any security convertible into any
of the Acquiring Fund's shares.
The Proxy Statement, insofar as it relates to any
Acquiring Fund and the Acquiring Fund Shares, will, at the
Effective Time: (i) not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were
made, not materially misleading, and (ii) comply in all material
respects with the provisions of the 1933 Act, the 1934 Act, and
the 1940 Act and the rules and regulations thereunder; provided,
however, that the representations and warranties of this
subparagraph (l) shall not apply to statements in or omissions
from the Proxy Statement made in reliance upon and in conformity
with information that was furnished by the Acquired Funds for
use therein.
COVENANTS AND AGREEMENTS
Conduct of Business. Each Acquired Fund will operate its
business in the ordinary course consistent with prior practice
between the date hereof and the Effective Time, it being
understood that such ordinary course of business will include
the declaration and payment of customary dividends and
distributions, and any other distribution that may be advisable.
No Distribution of Acquiring Fund Shares. Each Acquired
Fund covenants that the Acquiring Fund Shares to be issued
hereunder are not being acquired for the purpose of making any
distribution thereof, other than in accordance with the terms of
this Agreement.
Information. Each Acquired Fund will assist the Acquiring
Funds in obtaining such information as the Acquiring Funds
reasonably request concerning the beneficial ownership of the
Acquired Fund Shares.
Other Necessary Action. Subject to the provisions of this
Agreement, the Acquiring Funds and the Acquired Funds will each
take, or cause to be taken, all action, and do or cause to be
done all things, reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by
this Agreement.
Shareholder Meeting. Each Acquired Fund will call a
meeting of its shareholders to consider and act upon this
Agreement and to take such other action under applicable federal
and state law to obtain approval of the transactions
contemplated herein.
Proxy Statement. In connection with the shareholder
meetings referred to in paragraph 5.5 above, each Acquired Fund
will provide the Acquiring Funds with information regarding the
Acquired Funds, and the Acquiring Funds will provide the
Acquired Funds with information regarding the Acquiring Funds,
reasonably necessary for the preparation of a Proxy Statement on
Schedule 14A (the "Proxy Statement"), in compliance with the
1933 Act, the 1934 Act and the 1940 Act.
Liquidating Distribution. As soon as is reasonably
practicable after the Closing, each Acquired Fund will make a
liquidating distribution to its respective shareholders
consisting of the Acquiring Fund Shares received at the Closing.
Best Efforts. The Acquiring Funds and the Acquired Funds
shall each use their reasonable best efforts to fulfill or
obtain the fulfillment of the conditions precedent set forth in
Article 6 to effect the transactions contemplated by this
Agreement as promptly as practicable.
Other Instruments. The Acquired Funds and the Acquiring
Funds, each covenant that they will, from time to time, execute
and deliver or cause to be executed and delivered all such
assignments and other instruments, and will take or cause to be
taken such further action as the other party may reasonably deem
necessary or desirable in order to vest in and confirm: (a) to
the Acquired Funds, title to and possession of the Acquiring
Fund Shares to be delivered hereunder, and (b) to the Acquiring
Funds, title to and possession of all the Assets and otherwise
to carry out the intent and purpose of this Agreement.
Regulatory Approvals. The Acquiring Funds will use all
reasonable efforts to obtain the approvals and authorizations
required by the 1933 Act, the 1940 Act and such of the state
blue sky or securities laws as may be necessary in order to
continue their operations after the Effective Time.
CONDITIONS PRECEDENT
Conditions Precedent to Obligations of the Acquired Funds.
The obligations of the Acquired Funds, to consummate the
transactions provided for herein shall be subject, at MFFT's
election, to the following conditions:
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.
RBB Fund shall have delivered to the Acquired Funds a
certificate executed in the name of RBB Fund by its President or
Vice President and its Treasurer or Assistant Treasurer, in a
form reasonably satisfactory to MFFT, and dated as of the
Effective Time, to the effect that the representations and
warranties of the RBB Fund, on behalf of each of the Acquiring
Funds, made in this Agreement are true and correct at and as of
the Effective Time, except as they may be affected by the
transactions contemplated by this Agreement, and as to such
other matters as MFFT shall reasonably request.
The Acquiring Funds shall have performed all of the
covenants and complied with all of the provisions required by
this Agreement to be performed or complied with by the Acquiring
Funds, on or before the Effective Time.
The Acquired Funds and the Acquiring Funds shall have
agreed on the number of full and fractional Acquiring Fund
Shares to be issued in connection with the Reorganization after
such number has been calculated in accordance with paragraph
2.3.
MFFT, on behalf of the Acquired Funds, shall have
received on the Closing Date the opinion of Drinker Xxxxxx &
Xxxxx LLP, counsel to the RBB Fund (which may reasonably rely as
to matters governed by the laws of the State of Maryland on an
opinion of Maryland counsel and/or certificates of officers or
Trustees of RBB Fund) dated as of the Closing Date, covering the
following points:
The RBB Fund is a corporation duly organized,
validly existing and in good standing under the laws
of the State of Maryland and has the power to own all
of the Acquiring Funds' properties and assets and to
carry on its business, including that of each
Acquiring Fund, as a registered investment company,
and each Acquiring Fund has all necessary federal,
state and local authorizations to carry on its
business as now being conducted;
The Agreement has been duly authorized, executed
and delivered by the RBB Fund on behalf of each
Acquiring Fund and, assuming due authorization,
execution and delivery of the Agreement by MFFT, is a
valid and binding obligation of the RBB Fund on behalf
of each Acquiring Fund enforceable against the RBB
Fund in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to
or affecting creditors' rights generally and to
general equity principles;
The Acquiring Fund Shares to be issued to the
Acquired Fund Shareholders as provided by this
Agreement are duly authorized, upon such delivery will
be validly issued and outstanding, and are fully paid
and non-assessable by the RBB Fund, and no shareholder
of an Acquiring Fund has any preemptive rights to
subscription or purchase in respect thereof;
The execution and delivery of the Agreement did
not, and the consummation of the transactions
contemplated hereby will not, result in a material
violation of the RBB Fund's Articles of Incorporation
or By-Laws or any provision of any agreement (known to
such counsel) to which the RBB Fund is a party or by
which it is bound or, to the knowledge of such
counsel, result in the acceleration of any obligation
or the imposition of any penalty under any agreement,
judgment or decree to which the RBB Fund is a party or
by which it is bound;
To the knowledge of such counsel, no consent,
approval, authorization or order of any court or
governmental authority of the United States or the
State of Maryland is required to be obtained by the
RBB Fund in order to consummate the transactions
contemplated herein, except such as have been obtained
under the 1933 Act, the 1934 Act and the 1940 Act, and
such as may be required under state securities laws;
The RBB Fund is a registered investment company
classified as a management company of the open-end
type with respect to each series of shares it offers,
including those of each Acquiring Fund, under the 1940
Act; its registration with the Commission as an
investment company under the 1940 Act is in full force
and effect; and each Acquiring Fund is a separate
series of the RBB Fund duly constituted in accordance
with the applicable provisions of the 1940 Act and the
Articles of Incorporation and By-Laws of the RBB Fund
and applicable law; and
To the knowledge of such counsel, no litigation
or administrative proceeding or investigation of or
before any court or governmental body is presently
pending or threatened as to the RBB Fund or any
Acquiring Fund or any of their respective properties
or assets and neither the RBB Fund nor any Acquiring
Fund are a party to or subject to the provisions of
any order, decree or judgment of any court or
governmental body which materially and adversely
affects its business.
Conditions Precedent to Obligations of the Acquiring Funds.
The obligations of the Acquiring Funds to complete the
transactions provided for herein shall be subject, at the RBB
Fund's election, to the following conditions:
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.
MFFT shall have delivered to the Acquiring Funds a
statement of each Acquired Fund's Assets and Liabilities, as of
the Effective Time, which are prepared in accordance with GAAP
and certified by the Treasurer of MFFT.
MFFT shall have delivered to the Acquiring Funds a
certificate executed in the name of MFFT by its President or
Vice President and its Treasurer or Assistant Treasurer, in a
form reasonably satisfactory to the Acquiring Funds and dated as
of the Effective Time, to the effect that the representations
and warranties of the Acquired Funds, made in this Agreement are
true and correct at and as of the Effective Time, except as they
may be affected by the transactions contemplated by this
Agreement, and as to such other matters as the RBB Fund shall
reasonably request.
The Acquired Funds shall have performed all of the
covenants and complied with all of the provisions required by
this Agreement to be performed or complied with by the Acquired
Funds, on or before the Effective Time.
The Acquired Funds and the Acquiring Funds shall have
agreed on the number of full and fractional Acquiring Fund
Shares to be issued in connection with the Reorganization after
such number has been calculated in accordance with paragraph
2.3.
RBB Fund, on behalf of the Acquiring Funds, shall have
received on the Closing Date the opinion of Xxxxxx, Xxxxx &
Bockius LLP, counsel to MFFT (or local Delaware counsel with
respect to matters governed by the laws of the State of
Delaware) (each such opinion may reasonably rely on certificates
of officers or Trustees of MFFT) dated as of the Closing Date,
covering the following points:
MFFT is a statutory trust duly organized, validly
existing and in good standing under the laws of the
State of Delaware and has the power to own all of the
Acquired Funds' properties and assets, and to carry on
its business, including that of the Acquired Funds, as
presently conducted;
The Agreement has been duly authorized, executed
and delivered by MFFT, on behalf of the Acquired
Funds, and, assuming due authorization, execution and
delivery of the Agreement by the RBB Fund, is a valid
and binding obligation of the MFFT, on behalf of the
Acquired Funds, enforceable against MFFT in accordance
with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights
generally and to general equity principles;
The execution and delivery of the Agreement did
not, and the consummation of the transactions
contemplated hereby will not, result in a material
violation of MFFT's Declaration of Trust or its By-
Laws or any provision of any agreement (known to such
counsel) to which MFFT is a party or by which it is
bound or, to the knowledge of such counsel, result in
the acceleration of any obligation or the imposition
of any penalty under any agreement not disclosed to
RBB Fund, judgment or decree to which MFFT is a party
or by which it is bound;
To the knowledge of such counsel, no consent,
approval, authorization or order of any court or
governmental authority of the United States or the
State of Delaware is required to be obtained by MFFT
in order to consummate the transactions contemplated
herein, except such as have been obtained under the
1933 Act, the 1934 Act and the 1940 Act, and such as
may be required under state securities or blue sky
laws (other than those of the State of Delaware);
MFFT is a registered investment company
classified as a management company of the open-end
type with respect to each series of shares it offers,
including those of the Acquired Funds, under the 1940
Act and its registration with the Commission as an
investment company under the 1940 Act is in full force
and effect;
The outstanding shares of the Acquired Funds are
registered under the 1933 Act, and such registration
is in full force and effect; and
To the knowledge of such counsel, no litigation
or administrative proceeding or investigation of or
before any court or governmental body is presently
pending or threatened as to MFFT or any Acquired Fund
or any of their respective properties or assets, and
neither MFFT nor any Acquired Fund are a party to or
subject to the provisions of any order, decree or
judgment of any court or governmental body which
materially and adversely affects its business.
Other Conditions Precedent. If any of the conditions set
forth in this paragraph 6.3 have not been satisfied on or before
the Effective Time, the Acquired Funds or the Acquiring Funds
shall, at their option, not be required to consummate the
transactions contemplated by this Agreement.
The Agreement and the transactions contemplated herein
shall have been approved by: (i) the Board of Trustees of MFFT
and (ii) the shareholders of each Acquired Fund, and certified
copies of the resolutions evidencing such approvals shall have
been delivered to the Acquiring Funds. Notwithstanding anything
herein to the contrary, neither MFFT, on behalf of the Acquired
Funds, nor the RBB Fund on behalf of the Acquiring Funds,
respectively, may waive the conditions set forth in this
paragraph 6.3(a).
At the Effective Time, no action, suit or other
proceeding shall be pending or, to the knowledge of MFFT,
threatened before any court or governmental agency in which it
is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions
contemplated herein.
All consents of other parties and all other consents,
orders and permits of Federal, state and local regulatory
authorities deemed necessary by the parties to permit
consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where
failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or
properties of the Acquiring Funds or the Acquired Funds,
provided that either party hereto may for itself waive any of
such conditions.
MFFT and the RBB Fund shall have received an opinion
of Drinker Xxxxxx & Xxxxx LLP as to federal income tax matters
substantially to the effect that, based on the facts,
representations, assumptions stated therein and conditioned on
consummation of the Reorganization in accordance with this
Agreement, for federal income tax purposes:
The transfer by each Acquired Fund of all of its
assets to the corresponding Acquiring Fund in exchange
for Acquiring Fund Shares, and the distribution of
such shares to the Acquired Fund Shareholders, as
provided in this Agreement, will constitute a
reorganization within the meaning of Section 368 of
the Code;
No gain or loss will be recognized by an Acquired
Fund as a result of such transactions except with
respect to certain contracts described in Section
1256(b) of the Code and stock in passive foreign
investment companies, as defined in Section 1297(a) of
the Code;
No gain or loss will be recognized by an
Acquiring Fund as a result of such transactions;
No gain or loss will be recognized by the
shareholders of any Acquired Fund upon the
distribution to them by the RBB Fund of the Acquiring
Fund Shares in exchange for their shares of the
Acquired Funds;
The basis of the Acquiring Fund Shares received
by each shareholder of an Acquired Fund will be the
same as the basis of the shareholder's Acquired Fund
shares immediately prior to such transactions;
The basis of the Acquired Fund Assets received by
an Acquiring Fund will be the same as the basis of
such assets in the hands of the Acquired Fund
immediately prior to such transactions;
A shareholder's holding period for the Acquiring
Fund Shares will be determined by including the period
for which the shareholder held the shares of the
Acquired Fund exchanged therefor, provided that the
shareholder held such shares of the Acquired Fund as a
capital asset; and
The holding period of the Acquiring Fund with
respect to the Acquired Fund Assets will include the
period for which such Acquired Fund Assets were held
by the Acquired Fund, provided that the Acquired Fund
held such Acquired Fund Assets as capital assets.
No opinion will be expressed as to the effect of the
Reorganization on: (i) any Acquired Fund or any Acquiring Fund
with respect to any asset as to which any unrealized gain or
loss is required to be recognized for federal income tax
purposes at the end of a taxable year (or on the termination or
transfer thereof) under a xxxx-to-market system of accounting
and (ii) any Acquired Fund or Acquiring Fund shareholder that is
required to recognize unrealized gains and losses for federal
income tax purposes under a xxxx-to-market system of accounting.
Such opinion shall be based on customary assumptions,
limitations and such representations as Drinker Xxxxxx & Xxxxx
LLP may reasonably request, and the Acquired Funds and Acquiring
Funds will cooperate to make and certify the accuracy of such
representations. Such opinion may contain such assumptions and
limitations as shall be in the opinion of such counsel
appropriate to render the opinions expressed therein.
Notwithstanding anything herein to the contrary, neither party
may waive the condition set forth in this paragraph 6.3(d).
BNY shall have delivered such certificates or other
documents as set forth in paragraph 3.2.
The Transfer Agent shall have delivered a certificate of
its authorized officer as set forth in paragraph 3.3.
The Acquiring Funds shall have issued and delivered to the
Secretary of the Acquired Funds the confirmation as set forth in
paragraph 3.3.
Each party shall have delivered to the other such bills of
sale, checks, assignments, receipts or other documents as
reasonably requested by such other party or its counsel.
INDEMNIFICATION
Indemnification by the Acquiring Funds. The RBB Fund,
solely out of each respective Acquiring Fund's assets and
property, agrees to indemnify and hold harmless the Acquired
Funds, and their trustees, officers, employees and agents (the
"MFFT Acquired Fund Indemnified Parties") from and against any
and all losses, claims, damages, liabilities or expenses
(including, without limitation, the payment of reasonable legal
fees and reasonable costs of investigation) to which the MFFT
Acquired Fund Indemnified Parties may become subject, insofar as
such loss, claim, damage, liability or expense (or actions with
respect thereto) arises out of or is based on: (a) any breach by
an Acquiring Fund of any of its representations, warranties,
covenants or agreements set forth in this Agreement or (b) any
act, error, omission, neglect, misstatement, materially
misleading statement, breach of duty or other act wrongfully
done or attempted to be committed by an Acquiring Fund or the
Acquiring Fund's trustees, officers, employees or agents prior
to the Closing Date, provided that this indemnification shall
not apply to the extent such loss, claim, damage, liability or
expense (or actions with respect thereto) shall be due to any
negligent, intentional or fraudulent act, omission or error of
an Acquired Fund or its respective trustees, officers, employees
or agents.
Indemnification by the Acquired Funds. MFFT, solely out of
each respective Acquired Fund's assets and property, agrees to
indemnify and hold harmless the Acquiring Funds, and their
directors, officers, employees and agents (the "RBB Fund
Acquiring Fund Indemnified Parties") from and against any and
all losses, claims, damages, liabilities or expenses (including,
without limitation, the payment of reasonable legal fees and
reasonable costs of investigation) to which the RBB Fund
Acquiring Fund Indemnified Parties may become subject, insofar
as such loss, claim, damage, liability or expense (or actions
with respect thereto) arises out of or is based on: (a) any
breach by an Acquired Fund of any of its representations,
warranties, covenants or agreements set forth in this Agreement
or (b) any act, error, omission, neglect, misstatement,
materially misleading statement, breach of duty or other act
wrongfully done or attempted to be committed by an Acquired Fund
or the Acquired Fund's trustees, officers, employees or agents
prior to the Closing Date, provided that this indemnification
shall not apply to the extent such loss, claim, damage,
liability or expense (or actions with respect thereto) shall be
due to any negligent, intentional or fraudulent act, omission or
error of an Acquiring Fund or its respective trustees, officers,
employees or agents.
Liability of MFFT. The parties understand and agree that
the obligations of any of the Acquired Funds under this
Agreement shall not be binding upon any trustee, shareholder,
nominee, officer, agent or employee of MFFT personally, but bind
only the subject Acquired Fund's property. Moreover, all
persons shall look only to the assets of such subject Acquired
Fund to satisfy the obligations of any such Acquired Fund
hereunder. The parties represent that they each have notice of
the provisions of the Declaration of Trust of MFFT disclaiming
such shareholder and trustee liability for acts or obligations
of an Acquired Fund.
BROKERAGE FEES AND EXPENSES
No Broker or Finder Fees. The Acquiring Funds and the
Acquired Funds represent and warrant to each other that there
are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein,
Expenses of Reorganization. The expenses relating to the
proposed Reorganization, whether or not consummated, will be
borne by Motley Fool Asset management, LLC. The costs of the
Reorganization shall include, but not be limited to: costs
associated with obtaining any necessary order of exemption from
the 1940 Act, preparing, printing and distributing the Proxy
Statement and prospectus supplements of the Acquired Funds
relating to the Reorganization, expenses of holding the
shareholder meeting with respect to the Acquired Funds, and
winding down the operations and terminating the existence of the
Acquired Funds; legal fees of counsel to each of the Acquired
Funds and Acquiring Funds, including those incurred in
connection with the preparation of legal opinions, and
accounting fees with respect to the Reorganization and the Proxy
Statement; and all necessary taxes in connection with the
delivery of the Assets, including all applicable federal and
state stock transfer stamps. Notwithstanding any of the
foregoing, expenses will in any event be paid by the party
directly incurring such expenses if and to the extent that the
payment by another person of such expenses would result in the
disqualification of such party as a "regulated investment
company" within the meaning of Section 851 of the Code.
AMENDMENTS AND TERMINATION
Amendments. This Agreement may be amended, modified or
supplemented in such manner as may be deemed necessary or
advisable by the authorized officers of either party, on behalf
of either the Acquired Funds or the Acquiring Funds,
respectively; provided, however, that following a meeting of the
shareholders of the Acquired Funds called by the Board of
Trustees of MFFT pursuant to paragraph 5.5 of this Agreement, no
such amendment may have the effect of changing the provisions
for determining the number of Acquiring Fund Shares to be issued
to the Acquired Fund Shareholders under this Agreement to the
detriment of such shareholders without the Board of Trustees'
and shareholders' further approval.
Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned by either
party, at any time prior to the Effective Time, if circumstances
should develop that, in the opinion of the Board of either
party, make proceeding with the Agreement inadvisable.
NOTICES
Any notice, report, statement or demand required or permitted by
any provisions of this Agreement shall be in writing and shall
be given by facsimile, electronic delivery (i.e., e-mail)
personal service or prepaid or certified mail addressed as
follows:
If to MFFT:
Motley Fool Funds Trust
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
With copies (which shall not constitute notice) to:
Xxxxxx, Xxxxx & Bockius LLP
0000 Xxxxxxxxxxxx Xxx. XX
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxxxx, Esq.
If to RBB Fund:
The RBB Fund, Inc.
Bellevue Park Corporate Center
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxx
With copies (which shall not constitute notice) to:
Drinker Xxxxxx & Xxxxx LLP
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx, Esq.
MISCELLANEOUS
Entire Agreement. The parties 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.
Survival. The representations, warranties and covenants
contained in this Agreement or in any document delivered
pursuant hereto or in connection herewith, and the obligations
with respect to indemnification of the Acquired Fund and
Acquiring Fund contained in paragraphs 7.1 and 7.2, shall
survive the Closing.
Headings. The Article and paragraph headings contained in
this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware
without regard to its principles of conflicts of laws.
Assignment. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors
and assigns, but no assignment or transfer hereof or of any
rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer
upon or give any person, firm or corporation, other than the
parties hereto and their respective successors and assigns, any
rights or remedies under or by reason of this Agreement.
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
taken together shall constitute one agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed as of the date first above
written.
THE RBB FUND, INC.
on behalf of the Acquiring Funds listed on Schedule A
By: /s/Xxxxxxxxx Xxxx
Name: Xxxxxxxxx Xxxx
Title: President
THE MOTLEY FOOL FUNDS TRUST
on behalf of the Acquired Funds listed on Schedule A
By: /s/Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
MOTLEY FOOL ASSET MANAGEMENT, LLC
(Solely for purposes of Paragraph 8.2)
By: /s/Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
[PAGE BREAK]
SCHEDULE A
THE ACQUIRING FUNDS THE ACQUIRED FUNDS
(each Acquiring Fund is (each Acquired Fund is a series
a series of The RBB Fund, Inc.) of The Motley Fool Funds Trust)
Motley Fool Independence Fund Motley Fool Independence Fund
Investor Shares Investor Shares
Institutional Shares Institutional Shares
Motley Fool Great America Fund Motley Fool Great America Fund
Investor Shares Investor Shares
Institutional Shares Institutional Shares
Motley Fool Epic Voyage Fund Motley Fool Epic Voyage Fund
Investor Shares Investor Shares
Institutional Shares Institutional Shares
