SUB-ITEM 77Q(1)(g)
AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of August 6,
2001 (the "Agreement"), by and between the UAM Funds Trust, a Delaware business
trust (the "UAM Funds"), with its principal place of business at Xxx Xxxxxxx
Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000, with regard to its Pell Xxxxxx Mid Cap
Growth Portfolio (the "Acquired Fund"); and INVESCO Counselor Series Funds,
Inc., a Maryland Corporation (the "INVESCO Counselor Funds"), with its principal
place of business at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, with regard
to the INVESCO Mid-Cap Growth Fund ("Acquiring Fund").
WHEREAS, UAM Funds was organized under Delaware law as a business trust
under an Agreement and Declaration of Trust dated April 26, 1994. UAM Funds is
an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"). The Acquired Fund is a validly
existing series of UAM Funds;
WHEREAS, the INVESCO Counselor Funds was organized under Maryland law as a
corporation under Articles of Incorporation dated April 24, 2000 (last amended
on May 2, 2001). INVESCO Counselor Funds is an open-end management investment
company registered under the 1940 Act. INVESCO Counselor Funds has authorized
capital consisting of 4,000,000,000 shares of common stock with $0.01 par value.
The Acquiring Fund is a duly organized and validly existing series of the
INVESCO Counselor Funds;
NOW, THEREFORE, in consideration of the mutual promises herein contained
and intending to be legally bound hereby, the parties hereto agree to effect the
transfer of all of the assets of the Acquired Fund solely in exchange for the
assumption by the Acquiring Fund of all or substantially all of the liabilities
of the Acquired Fund and shares of the appropriate class of the Acquiring Fund
("Acquiring Fund Shares") followed by the distribution, at the Effective Time
(as defined in Section 12 of this Agreement), of such Acquiring Fund Shares to
the holders of Institutional Class Shares of the Acquired Fund ("Acquired Fund
Shares") on the terms and conditions hereinafter set forth in liquidation of the
Acquired Fund. The parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, the Acquired Fund will assign,
deliver and otherwise transfer all of its assets and good and marketable title
thereto, and assign all of the liabilities as are set forth in a statement of
assets and liabilities, to be prepared as of the Valuation Time (the "Statement
of Assets and Liabilities") to the Acquiring Fund free and clear of all liens,
encumbrances and adverse claims except as provided in this Agreement, and the
Acquiring Fund shall acquire all such assets, and shall assume all such
liabilities of the Acquired Fund, in exchange for delivery to the Acquired Fund
by the Acquiring Fund of a number of Acquiring Fund Shares (both full and
fractional) equivalent in number and value to the Acquired Fund Shares
outstanding at the Valuation Time. Shareholders of record of Institutional Class
Shares of the Acquired Fund at the Effective Time will be credited with full and
fractional Institutional Class Shares of the Acquiring Fund. At the Effective
Time, each shareholder of record of the Acquired Fund as of the record date (the
"Distribution Record Date") with respect to any unpaid dividends and other
distributions that were declared before the Effective Time, shall have the right
to receive such unpaid dividends and distributions with respect to the shares of
such Acquired Fund that such person held on the Distribution Record Date. The
assets and stated liabilities of the Acquired Fund shall be exclusively assigned
to and assumed by the Acquiring Fund. All debts, liabilities, obligations and
duties of the Acquired Fund, to the extent that they exist at or after the
Effective Time 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.
2. TRANSFER OF ASSETS. The assets of the Acquired Fund to be acquired by the
Acquiring Fund shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest and dividends receivable) as set
forth in the Statement of Assets and Liabilities, as well as any claims or
rights of action or rights to register shares under applicable securities laws,
any books or records of the Acquired Fund, and all other property owned by the
Acquired Fund at the Effective Time.
3. CALCULATIONS.
(a) The number of Acquiring Fund Shares issued to the Acquired Fund
pursuant to Section 1 hereof will be the number of outstanding Acquired Fund
Shares at the Valuation Time.
(b) The net asset value of each class of the Acquiring Fund Shares shall be
the net asset value of the Acquired Fund's shares at the Valuation Time.
4. VALUATION OF ASSETS. The value of the assets of the Acquired Fund shall be
the value of such assets computed as of the time at which the Acquired Fund's
net asset value is calculated at the Valuation Time (as hereinafter defined).
The net asset value of the assets of the Acquired Fund to be transferred to the
Acquiring Fund shall be computed by UAM Funds (and shall be subject to
adjustment by the amount, if any, agreed to by UAM Funds and the Acquired Fund
and INVESCO Counselor Funds and the Acquiring Fund). In determining the value of
the securities transferred by the Acquired Fund to the Acquiring Fund, each
security shall be priced in accordance with the pricing policies and procedures
of the Acquired Fund as described in its then current prospectus and statement
of additional information. For such purposes, price quotations and the security
characteristics relating to establishing such quotations shall be determined by
UAM Funds, provided that such determination shall be subject to the approval of
INVESCO Counselor Funds. UAM Funds and INVESCO Counselor Funds agree to use all
commercially reasonable efforts to resolve, prior to the Valuation Time, any
material pricing differences between the prices of portfolio securities
determined in accordance with the pricing policies and procedures of the
Acquiring Fund and those determined in accordance with the pricing policies and
procedures of the Acquired Fund.
5. VALUATION TIME. The valuation time shall be 4:00 p.m., Eastern Time, on
October 1, 2001, or such earlier or later date and time as may be mutually
agreed in writing by an authorized officer of each of the parties (the
"Valuation Time"). Notwithstanding anything herein to the contrary, in the event
that at the Valuation Time (a) the New York Stock Exchange shall be closed to
trading or trading thereon shall be restricted or (b) trading or the reporting
of trading on such exchange or elsewhere shall be disrupted so that, in the
judgment of INVESCO Counselor Funds or UAM Funds, accurate appraisal of the
value of the net assets of the Acquired Fund is impracticable, the Valuation
Time shall be postponed until the first business day after the day when trading
shall have been fully resumed without restriction or disruption, reporting shall
have been restored and accurate appraisal of the value of the net assets of the
Acquired Fund can be made.
6. LIQUIDATION OF THE ACQUIRED FUND AND CANCELLATION OF SHARES. At the Effective
Time, the Acquired Fund will liquidate and the Acquiring Fund Shares (both full
and fractional) received by the Acquired Fund will be distributed to the
shareholders of record of the Acquired Fund as of the Effective Time in exchange
for Acquired Fund Shares and in complete liquidation of the Acquired Fund. Each
shareholder of the Acquired Fund will receive a number of Acquiring Fund Shares
equal in number and value to the Acquired Fund Shares held by that shareholder,
and each Acquiring Fund and Acquired Fund Shares will be of equivalent net asset
value per share. Such liquidation and distribution will be accompanied by the
establishment of an open account on the share records of the Acquiring Fund in
the name of each shareholder of the Acquired Fund and representing the number of
Acquiring Fund Shares due such shareholder. All of the issued and outstanding
shares of the Acquired Fund shall be cancelled on the books of UAM Funds at the
Effective Time and shall thereafter represent only the right to receive
Acquiring Fund Shares. The Acquired Fund's transfer books shall be closed
permanently.
7. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND.
The Acquiring Fund represents and warrants to the Acquired Fund as follows:
(a) Organization, Existence, etc. INVESCO Counselor Funds is a corporation
duly organized and validly existing under the laws of the State of Maryland and
has the power to carry on its business as it is now being conducted.
(b) Registration as Investment Company. INVESCO Counselor Funds is
registered under the 1940 Act as an open-end management investment company; such
registration has not been revoked or rescinded and will be in full force and
effect.
(c) Shares to be Issued Upon Reorganization. The Acquiring Fund Shares to
be issued in connection with the Reorganization have been duly authorized and
upon consummation of the Reorganization will be validly issued, fully paid and
non-assessable. Prior to the Effective Time, there shall be no issued and
outstanding Acquiring Fund Shares or any other securities issued by the
Acquiring Fund.
(d) Authority Relative to this Agreement. INVESCO Counselor Funds, on
behalf of the Acquiring Fund, has the power to enter into this Agreement and to
carry out its obligations hereunder. The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by INVESCO Counselor Funds' Board of Directors, and no
other proceeding by the Acquiring Fund is necessary to authorize its officers to
effectuate this Agreement and the transactions contemplated hereby. The
Acquiring Fund is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing and
carrying out this Agreement.
(e) Liabilities. To the Acquiring Fund's knowledge, there are no
liabilities of the Acquiring Fund, whether or not determined or determinable,
other than liabilities incurred in the ordinary course of business subsequent to
the Effective Time, or otherwise previously disclosed to the Acquired Fund, none
of which has been materially adverse to the business, assets or results of
operations of the Acquiring Fund. INVESCO Counselor Funds' Registration
Statement, which is on file with the Securities and Exchange Commission, does
not contain an untrue statement of material fact or omit a material fact that is
required to be stated therein or that is necessary to make the statements
therein not misleading.
(f) Litigation. Except as previously disclosed to the Acquired Fund, there
are no claims, actions, suits or proceedings pending or, to the actual knowledge
of the Acquiring Fund, threatened which 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 hereby.
(g) Contracts. Except for contracts and agreements disclosed to the
Acquired Fund, under which no default exists, the Acquiring Fund is not a party
to or subject to any material contract, debt instrument, plan, lease, franchise,
license or permit of any kind or nature whatsoever with respect to the Acquiring
Fund.
(h) 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 thereof, 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 such returns.
8. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND.
The Acquired Fund represents and warrants to the Acquiring Fund as follows:
(a) Organization, Existence, etc. UAM Funds is a business trust duly
organized and validly existing under the laws of the State of Delaware and has
the power to carry on its business as it is now being conducted.
(b) Registration as Investment Company. UAM Funds is registered under the
1940 Act as an open-end management investment company; such registration has not
been revoked or rescinded and is in full force and effect.
(c) Financial Statements. The audited financial statements of UAM Funds
relating to the Acquired Fund for the fiscal year ended April 30, 2001, and the
unaudited financial statements of the Acquired Fund for the fiscal period from
May 1, 2001 to September 30, 2001, (the "Acquired Fund Financial Statements"),
as delivered to the Acquiring Fund, fairly present the financial position of the
Acquired Fund as of the dates thereof, and the results of its operations and
changes in its net assets for the periods indicated.
(d) Marketable Title to Assets. The Acquired 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 such assets, the Acquiring
Fund will have good and marketable title to such assets without restriction on
the transfer thereof free and clear of all liens, encumbrances and adverse
claims.
(e) Authority Relative to this Agreement. UAM Funds, on behalf of the
Acquired Fund, has the power to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, have
been duly authorized by the UAM Funds' Board of Trustees, and, except for
approval by the shareholders of the Acquired Fund, no other proceeding by the
Acquired Fund is necessary to authorize its officers to effectuate this
Agreement and the transactions contemplated hereby. The Acquired Fund is not a
party to or obligated under any charter, by-law, indenture or contract provision
or any other commitment or obligation, or subject to any order or decree, which
would be violated by its executing and carrying out this Agreement.
(f) Liabilities. To the Acquired Fund's knowledge, there are no liabilities
of the Acquired Fund, whether or not determined or determinable, other than
liabilities disclosed or provided for in the Acquired Fund Financial Statements
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 Acquired Fund. UAM Funds' Registration Statement, which is on
file with the Securities and Exchange Commission, does not contain an untrue
statement of a material fact or omit a material fact that is required to be
stated therein or that is necessary to make the statements therein not
misleading.
(g) Litigation. Except as previously disclosed to the Acquiring Fund, there
are no claims, actions, suits or proceedings pending or, to the knowledge of the
Acquired Fund, threatened which would materially adversely affect the Acquired
Fund or its assets or business or which would prevent or hinder in any material
respect consummation of the transactions contemplated hereby.
(h) Contracts. Except for contracts and agreements disclosed to the
Acquiring Fund, under which no default exists, the Acquired Fund, at the
Effective Time, is not a party to or subject to any material contract, debt
instrument, plan, lease, franchise, license or permit of any kind or nature
whatsoever.
(i) Taxes. As of the Effective Time, all Federal and other tax returns and
reports of the Acquired 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 thereof, and to the best of the Acquired
Fund's knowledge, no such return is currently under audit and no assessment has
been asserted with respect to any of such returns.
9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
(a) All representations and warranties of the Acquired Fund 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. At the Effective Time, INVESCO Counselor
Funds shall have received a certificate from the President or Vice President of
UAM Funds, dated as of such date, certifying on behalf of UAM Funds that as of
such date the conditions set forth in this clause (a) have been met.
(b) The Acquiring Fund shall have received an opinion of counsel for the
Acquired Fund, dated as of the Effective Time, addressed to and in form and
substance satisfactory to counsel for the Acquiring Fund, to the effect that (i)
UAM Funds is duly organized under the laws of the State of Delaware and the
Acquired Fund is a validly existing series of UAM Funds; (ii) UAM Funds is an
open-end management investment company registered under the 1940 Act; (iii) this
Agreement and the Reorganization provided for herein and the execution of this
Agreement have been duly authorized and approved by all requisite corporate
action of UAM Funds and this Agreement has been duly executed and delivered by
UAM Funds on behalf of the Acquired Fund and is a valid and binding obligation
of UAM Funds on behalf of the Acquired Fund, subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions regarding
enforcement of creditors' rights generally and such counsel shall express no
opinion with respect to the application of equitable principles on any
proceeding, whether at law or in equity, as to the enforceability of any
provision of the Agreement relating to remedies after default, as to
availability of any specific or equitable relief of any kind or with respect to
the provision of this Agreement intended to limit liability for a particular
matter for the Acquired Fund and its assets, including but not limited to
Section 21 of this Agreement; and (iv) to the best of counsel's knowledge, no
consent, approval, order or other authorization of any Federal or state court or
administrative or regulatory agency is required for UAM Funds to enter into this
Agreement on behalf of the Acquired Fund or carry out its terms that has not
been obtained other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the Acquired Fund.
(c) The Acquired Fund shall have delivered to the Acquiring Fund at the
Effective Time the Acquired Fund's Statement of Assets and Liabilities, prepared
in accordance with generally accepted accounting principles consistently
applied, together with a certificate of the Treasurer or Assistant Treasurer of
the Acquired Fund as to the aggregate asset value of the Acquired Fund's
portfolio securities.
(d) At the Effective Time, UAM Funds shall have performed and complied in
all material respects with each of its agreements and covenants required by this
Agreement to be performed or complied with by UAM Funds prior to or at the
Effective Time and INVESCO Counselor Funds shall have received a certificate
from the President or Vice President of UAM Funds, dated as of such date,
certifying on behalf of UAM Funds that the conditions set forth in this clause
(d) have been, and continue to be, satisfied.
10. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
(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
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. At the Effective Time, UAM Funds shall
have received a certificate from the President or Vice President of INVESCO
Counselor Funds, dated as of such date, certifying on behalf of INVESCO
Counselor Funds that as of such date the conditions set forth in this clause (a)
have been met.
(b) The Acquired Fund shall have received an opinion of counsel for the
Acquiring Fund, dated as of the Effective Time, addressed to and in form and
substance satisfactory to counsel for the Acquired Fund, to the effect that: (i)
the Acquiring Fund is a duly organized and validly existing series of INVESCO
Counselor Funds under the laws of the State of Maryland; (ii) INVESCO Counselor
Funds is an open-end management investment company registered under the 1940
Act; (iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite corporate action of INVESCO Counselor Funds on behalf of the Acquiring
Fund and this Agreement has been duly executed and delivered by the INVESCO
Counselor Funds on behalf of the Acquiring Fund and is a valid and binding
obligation of the INVESCO Counselor Funds on behalf of the Acquiring Fund,
subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar
laws or court decisions regarding enforcement of creditors' rights generally;
(iv) to the best of counsel's knowledge, no consent, approval, order or other
authorization of any Federal or state court or administrative or regulatory
agency is required for INVESCO Counselor Funds on behalf of the Acquiring Fund
to enter into this Agreement or carry out its terms that has not already been
obtained, other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the Acquiring Fund; and (v) the Acquiring Fund Shares to be issued
in the Reorganization have been duly authorized and upon issuance thereof in
accordance with this Agreement will be validly issued, fully paid and
non-assessable.
(c) At the Effective Time, INVESCO Counselor Funds shall have performed and
complied in all material respects with each of its agreements and covenants
required by this Agreement to be performed or complied with by INVESCO Counselor
Funds prior to or at the Effective Time and UAM Funds shall have received a
certificate from the President or Vice President of INVESCO Counselor Funds,
dated as of such date, certifying on behalf of INVESCO Counselor Funds that the
conditions set forth in this clause (c) have been, and continue to be,
satisfied.
11. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND AND THE
ACQUIRING FUND. The obligations of the Acquired Fund and the Acquiring Fund to
effectuate this Agreement shall be subject to the satisfaction of each of the
following conditions:
(a) Such authority from the Securities and Exchange Commission (the "SEC")
and state securities commissions as may be necessary to permit the parties to
carry out the transactions contemplated by this Agreement shall have been
received.
(b) With respect to the Acquired Fund, UAM Funds will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of the
Acquired Fund of this Agreement and the transactions contemplated herein,
including the Reorganization and the termination of the Acquired Fund if the
Reorganization is consummated. UAM Funds has prepared or will prepare the notice
of meeting, form of proxy and proxy statement (collectively, "Proxy Materials")
to be used in connection with such meeting; provided that the Acquiring Fund has
furnished or will furnish information relating to the Acquiring Fund as is
reasonably necessary for the preparation of the Proxy Materials.
(c) The Registration Statement on Form N-1A of the Acquiring Fund shall be
effective under the Securities Act of 1933 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.
(d) The shares of the Acquiring Fund shall have been duly qualified for
offering to the public in all states of the United States, the Commonwealth of
Puerto Rico and the District of Columbia (except where such qualifications are
not required) so as to permit the transfer contemplated by this Agreement to be
consummated.
(e) The Acquired Fund and the Acquiring Fund shall have received on or
before the Effective Time an opinion of counsel satisfactory to the Acquired
Fund and the Acquiring Fund substantially to the effect that for Federal income
tax purposes:
(1) No gain or loss will be recognized to the Acquired Fund upon the
transfer of its assets in exchange solely for the Acquiring Fund Shares and
the assumption by the Acquiring Fund of the Acquired Fund's stated
liabilities;
(2) No gain or loss will be recognized to the Acquiring Fund on its
receipt of the Acquired Fund's assets in exchange for the Acquiring Fund
Shares and the assumption by the Acquiring Fund of the Acquired Fund's
liabilities;
(3) The basis of the Acquired Fund's assets in the Acquiring Fund's
hands will be the same as the basis of those assets in the Acquired Fund's
hands immediately before the conversion;
(4) The Acquiring Fund's holding period for the assets transferred to
the Acquiring Fund by the Acquired Fund will include the holding period of
those assets in the Acquired Fund's hands immediately before the
conversion;
(5) No gain or loss will be recognized to the Acquired Fund on the
distribution of the Acquiring Fund Shares to the Acquired Fund's
shareholders in exchange for their Acquired Fund Shares;
(6) No gain or loss will be recognized to the Acquired Fund's
shareholders as a result of the Acquired Fund's distribution of Acquiring
Fund Shares to the Acquired Fund's shareholders in exchange for the
Acquired Fund's shareholders' Acquired Fund Shares;
(7) The basis of the Acquiring Fund Shares received by the Acquired
Fund's shareholders will be the same as the adjusted basis of that Acquired
Fund's shareholders' Acquired Fund Shares surrendered in exchange therefor;
and
(8) The holding period of the Acquiring Fund Shares received by the
Acquired Fund' shareholders will include the Acquired Fund's shareholders'
holding period for the Acquired Fund's shareholders' Acquired Fund Shares
surrendered in exchange therefor, provided that said Acquired Fund Shares
were held as capital assets on the date of the conversion.
(f) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the outstanding voting
securities of the Acquired Fund (as defined by the 1940 Act).
(g) The Board of Directors of INVESCO Counselor Funds, at a meeting duly
called for such purpose, shall have authorized the issuance by the Acquiring
Fund of Acquiring Fund Shares at the Effective Time in exchange for the assets
of the Acquired Fund pursuant to the terms and provisions of this Agreement.
12. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Acquired Fund's
assets for Acquiring Fund Shares shall be effective as of the close of business
on October 1, 2001, or at such other time and date as fixed by the mutual
consent of the parties (the "Effective Time").
13. TERMINATION. This Agreement and the transactions contemplated hereby may be
terminated and abandoned without penalty by resolution of the Board of Trustees
of UAM Funds and/or by resolution of the Board of Directors of INVESCO Counselor
Funds, at any time prior to the Effective Time, if circumstances should develop
that, in the opinion of either Board, make proceeding with the Agreement
inadvisable.
14. AMENDMENT. This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the parties; provided,
however, no such amendment may have the effect of changing the provisions for
determining the number or value of Acquiring Fund Shares to be paid to the
Acquired Fund's shareholders under this Agreement to the detriment of the
Acquired Fund's shareholders.
15. GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Colorado.
16. NOTICES. Any notice, report, statement or demand required or permitted by
any provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
If to the Acquired Fund:
Xxxxx X. Xxxxxx, Esq.
Old Mutual (US) Holdings
Xxx Xxxxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxxxxx, XX 00000
With a copy to: Xxxxxx X. Xxxxxx, Esq.
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00xx & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
If to the Acquiring Fund:
Xxxx Xxxxx, Esq.
INVESCO Funds Group, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
17. FEES AND EXPENSES.
(a) The Acquiring Fund and the Acquired Fund each represents and warrants
to the other that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.
(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by the Acquired Fund and
the Acquiring Fund will be borne by AMVESCAP, plc. Such expenses include,
without limitation, (i) expenses incurred in connection with the entering into
and the carrying out of the provisions of this Agreement; (ii) expenses
associated with the preparation and filing of the Proxy Statement under the 1934
Act; (iii) registration or qualification fees and expenses of preparing and
filing such forms as are necessary under applicable state securities laws to
qualify the Acquiring Fund Shares to be issued in connection herewith in each
state in which the Acquired Fund's shareholders are resident as of the date of
the mailing of the Proxy Statement to such shareholders; (iv) postage; (v)
printing; (iv) accounting fees; (vii) legal fees; and (viii) solicitation costs
of the transaction. Notwithstanding the foregoing, the Acquiring Fund shall pay
its own Federal and state registration fees.
18. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) 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.
(b) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation other than the parties hereto and their respective
successors and assigns any rights or remedies under or by reason of this
Agreement.
19. ENTIRE AGREEMENT. The Acquiring Fund and the Acquired Fund agree that
neither party has made any representation, warranty or covenant not set forth
herein and that this Agreement constitutes the entire agreement between the
parties. The representations, warranties and covenants contained herein or in
any document delivered pursuant hereto or in connection herewith shall survive
the consummation of the transactions contemplated hereunder.
20. FURTHER ASSURANCES. The Acquiring Fund and the Acquired Fund shall take such
further action as may be necessary or desirable and proper to consummate the
transactions contemplated hereby.
21. BINDING NATURE OF AGREEMENT. As provided in INVESCO Counselor Funds'
Articles of Incorporation on file with the Secretary of the State of Maryland,
this Agreement was executed by the undersigned officers of INVESCO Counselor
Funds, on behalf of the Acquiring Fund, as officers and not individually, and
the obligations of this Agreement are not binding upon the undersigned officers
individually, but are binding only upon the assets and property of INVESCO
Counselor Funds. Moreover, no series of INVESCO Counselor Funds shall be liable
for the obligations of any other series of that corporation. This Agreement was
executed by the undersigned officers of UAM Funds on behalf of the Acquired
Fund, as officers and not individually, and the obligations of this Agreement
are not binding upon the undersigned officers individually, but are binding only
upon the assets and property of UAM Funds. Moreover, no series of UAM Funds
shall be liable for the obligations of any other series of that trust.
INVESCO COUNSELOR SERIES FUNDS, INC., on
behalf of its series, the INVESCO Mid-Cap
Growth Fund
ATTEST:
/s/ Xxxx Xxxxx By:/s/ Xxxx X. Xxxxxxxxxx
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Xxxx Xxxxx Xxxx X. Xxxxxxxxxx
Secretary Chief Executive Officer
UAM FUNDS TRUST, on behalf of its series,
ATTEST: the Pell Xxxxxx Mid Cap Growth Portfolio
/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxx, III
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Xxxxx X. Xxxxxx Xxxxx X. Xxx, III
Secretary President
AMVESCAP, plc, hereby joins in this
ATTEST: Agreement with respect to, and agrees to
be bound by Section 17.
___________________________________
Secretary By:/s/ Xxxxxx X. XxXxxxxxxx
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Xxxxxx X. XxXxxxxxxx
Chief Financial Officer
