FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of ___________, 2005,
is by and among [Nations Funds Trust/Columbia Funds Trust V] (the "[Acquired]
Trust"), a [Delaware statutory/Massachusetts business] trust, on behalf of
[Nations Intermediate Municipal Bond Fund/Nations Kansas Municipal Income
Fund/Nations Tennessee Intermediate Municipal Bond Fund/Columbia Pennsylvania
Intermediate Bond Fund] (the "Acquired Fund") and [Columbia Funds Trust V (the
"[Acquiring] Trust"), a Massachusetts business trust/the Trust], on behalf of
Columbia Intermediate Tax-Exempt Bond Fund (the "Acquiring Fund"), and Columbia
Management Advisors, Inc. ("Columbia").
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Sections 361(a) and Section
368(a) of the United States Internal Revenue Code of 1986, as amended (the
"Code"), and any successor provision. The reorganization will consist of the
transfer of all of the assets of the Acquired Fund attributable to its [Investor
A/Class A] shares of beneficial interest in exchange for Class A shares of
beneficial interest of the Acquiring Fund ("Class A Acquisition Shares"), the
transfer of all of the assets of the Acquired Fund attributable to its [Investor
B/Class B] shares of beneficial interest in exchange for Class B shares of
beneficial interest of the Acquiring Fund ("Class B Acquisition Shares"), the
transfer of all of the assets of the Acquired Fund attributable to its [Investor
C/Class C] shares of beneficial interest in exchange for Class C shares of
beneficial interest of the Acquiring Fund ("Class C Acquisition Shares"), the
transfer of all of the assets of the Acquired Fund attributable to its [Primary
A/Class Z] shares of beneficial interest in exchange for Class Z shares of
beneficial interest of the Acquiring Fund ("Class Z Acquisition Shares" and
together with the Class A Acquisition Shares, Class B Acquisition Shares and
Class C Acquisition Shares, the "Acquisition Shares") and the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund (other than certain
expenses of the reorganization contemplated hereby) and the distribution of the
Class A Acquisition Shares, the Class B Acquisition Shares, the Class C
Acquisition Shares, and the Class Z Acquisition Shares to the [Investor A/Class
A], [Investor B/Class B], [Investor C/Class C] and [Primary A/Class Z]
shareholders, respectively, of the Acquired Fund in liquidation of the Acquired
Fund, all upon the terms and conditions set forth in this Agreement.
In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:
1. TRANSFER OF ASSETS OF ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ACQUISITION SHARES AND LIQUIDATION OF ACQUIRED FUND.
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein,
(a) The Acquired Fund will transfer and deliver to the
Acquiring Fund, and the Acquiring Fund will acquire, all
the assets of the Acquired Fund as set forth in
paragraph 1.2;
(b) The Acquiring Fund will assume all of the Acquired
Fund's liabilities and obligations of any kind
whatsoever, whether absolute, accrued, contingent or
otherwise, in existence on the Closing Date (as defined
in paragraph 1.2 hereof) (the "Obligations"); except
that expenses of the reorganization contemplated hereby
to be paid by the Acquired Fund pursuant to paragraph
9.2 shall not be assumed or paid by the Acquiring Fund;
and
(c) The Acquiring Fund will issue and deliver to the
Acquired Fund in exchange for such assets the number of
Class A, Class B, Class C, and Class Z Acquisition
Shares (including fractional shares, if any) determined
by dividing the net asset values of the [Investor
A/Class A], [Investor B/Class B], [Investor C/Class C]
and [Primary A/Class Z] shares of the Acquired Fund,
respectively, computed in the manner and as of the time
and date set forth in paragraph 2.1, by the net asset
value of one Class A, Class B, Class C or Class Z
Acquisition Share, as applicable, computed in the manner
and as of the
time and date set forth in paragraph 2.2. Such
transactions shall take place at the closing provided
for in paragraph 3.1 (the "Closing").
1.2 The assets of the Acquired Fund to be acquired by the Acquiring
Fund shall consist of all cash, securities, dividends and
interest receivable, receivables for shares sold and all other
assets that are owned by the Acquired Fund on the closing date
provided in paragraph 3.1 (the "Closing Date") and any deferred
expenses, other than unamortized organizational expenses, shown
as an asset on the books of the Acquired Fund on the Closing
Date. The Acquiring Fund agrees that all rights to
indemnification and all limitations of liability existing in
favor of the Acquired Fund's current and former Trustees and
officers, acting in their capacities as such, under the Trust's
Declaration of Trust and Bylaws as in effect as of the date of
this Agreement shall survive the reorganization as obligations
of the Acquiring Fund and shall continue in full force and
effect, without any amendment thereto, and shall constitute
rights which may be asserted against the Acquired Fund, its
successors or assigns.
1.3 As provided in paragraph 3.4, as soon after the Closing Date as
is conveniently practicable (the "Liquidation Date"), the
Acquired Fund will liquidate and distribute pro rata to its
[Investor A/Class A] shareholders of record ("Acquired Fund
[Investor A/Class A] Shareholders"), determined as of the close
of business on the Valuation Date (as defined in paragraph 2.1),
Class A Acquisition Shares received by the Acquired Fund
pursuant to paragraph 1.1; to its [Investor B/Class B]
shareholders of record ("Acquired Fund Class B Shareholders"),
determined as of the close of business on the Valuation Date,
Class B Acquisition Shares received by the Acquired Fund
pursuant to paragraph 1.1; to its [Investor C/Class C]
shareholders of record ("Acquired Fund [Investor C/Class C]
Shareholders"), determined as of the close of business on the
Valuation Date, Class C Acquisition Shares received by the
Acquired Fund pursuant to paragraph 1.1; and to its [Primary
A/Class Z] shareholders of record ("Acquired Fund [Primary
A/Class Z] Shareholders," and collectively with Acquired Fund
[Investor A/Class A] Shareholders, Acquired Fund [Investor
B/Class B] Shareholders and Acquired Fund [Investor C/Class C]
Shareholders, the "Acquired Fund Shareholders"), determined as
of the close of business on the Valuation Date, Class Z
Acquisition Shares received by the Acquired Fund pursuant to
paragraph 1.1. Such liquidation and distribution will be
accomplished by the transfer of the Acquisition Shares then
credited to the account of the Acquired Fund on the books of the
Acquiring Fund to open accounts on the share records of the
Acquiring Fund in the names of the Acquired Fund Shareholders
and representing the respective pro rata number of Acquisition
Shares due such shareholders. The Acquiring Fund shall not be
obligated to issue certificates representing Acquisition Shares
in connection with such exchange.
1.4 With respect to Acquisition Shares distributable pursuant to
paragraph 1.3 to an Acquired Fund Shareholder holding a
certificate or certificates for shares of the Acquired Fund, if
any, on the Valuation Date, the Acquiring Fund will not permit
such shareholder to receive Acquisition Share certificates
therefor, exchange such Acquisition Shares for shares of other
investment companies, effect an account transfer of such
Acquisition Shares, or pledge or redeem such Acquisition Shares
until the Acquiring Fund has been notified by the Acquired Fund
or its agent that such Acquired Fund Shareholder has surrendered
all his or her outstanding certificates for Acquired Fund shares
or, in the event of lost certificates, posted adequate bond.
1.5 After the Closing Date, the Acquired Fund shall not conduct any
business except in connection with its liquidation,
deregistration (if applicable) and dissolution.
2. VALUATION.
2.1 For the purpose of paragraph 1, the value of the Acquired Fund's
assets to be acquired by the Acquiring Fund hereunder shall be
the value of such assets computed as of the close of regular
trading on the New York Stock Exchange on the business day
immediately preceding the Closing Date (such time and date being
herein called the "Valuation Date") using the valuation
procedures set forth in the Declaration of Trust of the
[Acquired] Trust and the then current prospectus or
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prospectuses or statement or statements of additional
information of the Acquiring Fund (collectively, as amended or
supplemented from time to time, the "Acquiring Fund Prospectus")
for determining net asset value, after deduction for the
expenses of the reorganization contemplated hereby to be paid by
the Acquired Fund pursuant to paragraph 9.2, and shall be
certified by the Acquired Fund.
2.2 For the purpose of paragraph 2.1, the net asset value of a Class
A, Class B, Class C and Class Z Acquisition Share shall be the
net asset value per share computed as of the close of regular
trading on the New York Stock Exchange on the Valuation Date,
using the valuation procedures set forth in the Declaration of
Trust of the [Acquired] Trust and the Acquiring Fund Prospectus.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be on ________________, 2005, or on such
other date as the parties may agree. The Closing shall be held
at 5:00 p.m. at Columbia's offices, Xxx Xxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other time and/or place
as the parties may agree.
3.2 The portfolio securities of the Acquired Fund shall be made
available by the Acquired Fund to State Street Bank and Trust
Company, as custodian for the Acquiring Fund (the "Custodian"),
for examination no later than five business days preceding the
Valuation Date. On the Closing Date, such portfolio securities
and all the Acquired Fund's cash shall be delivered by the
Acquired Fund to the Custodian for the account of the Acquiring
Fund, such portfolio securities to be duly endorsed in proper
form for transfer in such manner and condition as to constitute
good delivery thereof in accordance with the custom of brokers
or, in the case of portfolio securities held in the U.S.
Treasury Department's book-entry system or by the Depository
Trust Company, Participants Trust Company or other third party
depositories, by transfer to the account of the Custodian in
accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the
case may be, under the Investment Company Act of 1940, as
amended (the "1940 Act") and accompanied by all necessary
federal and state stock transfer stamps or a check for the
appropriate purchase price thereof. The cash delivered shall be
in the form of currency or certified or official bank checks,
payable to the order of "State Street Bank and Trust Company,
custodian for [Name of Acquired Fund]."
3.3 In the event that on the Valuation Date (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 said
Exchange or elsewhere shall be disrupted so that accurate
appraisal of the value of the net assets of the Acquired Fund or
the Acquiring Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when
trading shall have been fully resumed and reporting shall have
been restored; provided that if trading shall not be fully
resumed and reporting restored within three business days of the
Valuation Date, this Agreement may be terminated by the
Acquiring Fund upon the giving of written notice to the other
party.
3.4 At the Closing, the Acquired Fund or its transfer agent shall
deliver to the Acquiring Fund or its designated agent a list of
the names and addresses of the Acquired Fund Shareholders and
the number of outstanding shares of beneficial interest of the
Acquired Fund owned by each Acquired Fund Shareholder, all as of
the close of business on the Valuation Date, certified by any
Vice President, Secretary or Assistant Secretary of the Acquired
Fund. The Acquiring Fund will provide to the Acquired Fund
evidence satisfactory to the Acquired Fund that the Acquisition
Shares issuable pursuant to paragraph 1.1 have been credited to
the Acquired Fund's account on the books of the Acquiring Fund.
On the Liquidation Date, the Acquiring Fund will provide to the
Acquired Fund evidence satisfactory to the Acquired Fund that
such Acquisition Shares have been credited pro rata to open
accounts in the names of the Acquired Fund Shareholders as
provided in paragraph 1.3.
3.5 At the Closing each party shall deliver to the other such bills
of sale, instruments of assumption of liabilities, checks,
assignments, stock certificates, receipts or other documents as
such other party
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or its counsel may reasonably request in connection with the
transfer of assets, assumption of liabilities and liquidation
contemplated by paragraph 1.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Acquired Fund represents and warrants the following to the
Acquiring Fund as of the date hereof and agrees to confirm the
continuing accuracy and completeness in all material respects of
the following on the Closing Date:
(a) The [Acquired] Trust is [a statutory trust duly
organized, validly existing and in good standing under
the laws of the State of Delaware/an unincorporated
voluntary association with transferable shares of
beneficial interest (commonly referred to as a business
trust) duly organized, validly existing and in good
standing under the laws of The Commonwealth of
Massachusetts];
(b) The [Acquired] Trust is a duly registered investment
company classified as a management company of the
open-end type and its registration with the Securities
and Exchange Commission as an investment company under
the 1940 Act is in full force and effect, and the
Acquired Fund is a separate series thereof duly
designated in accordance with the applicable provisions
of the Declaration of Trust of the Trust and the 1940
Act;
(c) The [Acquired] Trust is not in violation in any material
respect of any provision of its Declaration of Trust or
Bylaws or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the
[Acquired] Trust is a party or by which the Acquired
Fund is bound, and the execution, delivery and
performance of this Agreement will not result in any
such violation;
(d) The Acquired Fund has no material contracts or other
commitments (other than this Agreement and such other
contracts as may be entered into in the ordinary course
of its business) that if terminated may result in
material liability to the Acquired Fund or under which
(whether or not terminated) any material payments for
periods subsequent to the Closing Date will be due from
the Acquired Fund;
(e) To the knowledge of the Acquired Fund, except as has
been disclosed in writing to the Acquiring Fund, no
litigation or administrative proceeding or investigation
of or before any court or governmental body is presently
pending or threatened as to the Acquired Fund or any of
its properties or assets or any person whom the Acquired
Fund may be obligated to indemnify in connection with
such litigation, proceeding or investigation, and the
Acquired Fund is not 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 or its ability to consummate the
transactions contemplated hereby;
(f) The statement of assets and liabilities, the statement
of operations, the statement of changes in net assets,
and the schedule of investments of the Acquired Fund as
of and for the fiscal year ended [March 31, 2004/October
31, 2004], audited by PricewaterhouseCoopers LLP, [and
the statement of assets and liabilities, the statement
of operations, the statement of changes in net assets
and the schedule of investments at, as of and for the
six months ended September 30, 2004,] copies of which
have been furnished to the Acquiring Fund, fairly
reflect the financial condition and results of
operations of the Acquired Fund as of such date and for
the period then ended in accordance with generally
accepted accounting principles consistently applied, and
the Acquired Fund has no known liabilities of a material
amount, contingent or otherwise, other than those shown
on the statements of assets referred to above or those
incurred in the ordinary course of its business since
[September 30, 2004/October 31, 2004];
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(g) Since [September 30, 2004/October 31, 2004], there has
not been any material adverse change in the Acquired
Fund's financial condition, assets, liabilities or
business (other than changes occurring in the ordinary
course of business), or any incurrence by the Acquired
Fund of indebtedness, except as disclosed in writing to
the Acquiring Fund. For the purposes of this
subparagraph (g), distributions of net investment income
and net realized capital gains, changes in portfolio
securities, changes in the market value of portfolio
securities or net redemptions shall be deemed to be in
the ordinary course of business;
(h) As of the Closing Date, all federal and other tax
returns and reports of the Acquired Fund required by law
to have been filed by such date (giving effect to
extensions) shall have been filed, and all federal and
other taxes shown to be due on such returns and reports
or on any assessment received shall have been paid, or
provisions shall have been made for the payment thereof.
All of the Acquired Fund's tax liabilities will have
been adequately provided for on its books. To the best
of the Acquired Fund's knowledge, it will not have had
any tax deficiency or liability asserted against it or
question with respect thereto raised, and it will not be
under audit by the Internal Revenue Service or by any
state or local tax authority for taxes in excess of
those already paid;
(i) The Acquired Fund meets the requirements of subchapter M
of the Code for treatment as a "regulated investment
company" within the meaning of Section 851 of the Code,
and will continue meeting such requirements at all times
through the Closing Date. The Acquired Fund has not at
any time since its inception been liable for nor is now
liable for any material income or excise tax pursuant to
Section 852 or 4982 of the Code. The Acquired Fund has
duly filed all federal, state, local and foreign tax
returns that are required to have been filed, and all
taxes of the Acquired Fund that are due and payable have
been paid except for amounts that alone or in the
aggregate would not reasonably be expected to have a
material adverse effect. The 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 capital stock and to withholding
in respect of dividends and other distributions to
shareholders, and is not liable for any material
penalties that could be imposed thereunder;
(j) The authorized capital of the Acquired Fund consists of
an unlimited number of shares of beneficial interest, no
par value, of such number of different series as the
Board of Trustees may authorize from time to time. The
outstanding shares of beneficial interest in the
Acquired Fund are, and at the Closing Date will be,
divided into [Investor A/Class A] shares, [Investor
B/Class B] shares, [Investor C/Class C] shares[,] [and]
[Primary A/Class Z] shares, [Class G shares and Class T
shares,] each having the characteristics described in
the Acquiring Fund Prospectus. All issued and
outstanding shares of the Acquired Fund are, and at the
Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable by the
Acquired Fund, and will have been issued in compliance
with all applicable registration or qualification
requirements of federal and state securities laws.
Except for [Investor B/Class B] shares that convert to
[Investor A/Class A] shares, no options, warrants or
other rights to subscribe for or purchase, or securities
convertible into, any shares of beneficial interest in
the Acquired Fund of any class are outstanding and none
will be outstanding on the Closing Date;
(k) The Acquired Fund's investment operations from inception
to the date hereof have been in compliance in all
material respects with the investment policies and
investment restrictions set forth in its prospectus or
prospectuses and statement or statements of additional
information as in effect from time to time, except as
previously disclosed in writing to the Acquiring Fund;
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(l) The execution, delivery and performance of this
Agreement has been duly authorized by the Trustees of
the [Acquired] Trust, and, upon approval thereof by the
required vote of the shareholders of the Acquired Fund,
this Agreement will constitute the valid and binding
obligation of the Acquired Fund enforceable in
accordance with its terms except as the same may be
limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of
creditors' rights generally and other equitable
principles;
(m) The Acquisition Shares to be issued to the Acquired Fund
pursuant to paragraph 1 will not be acquired for the
purpose of making any distribution thereof other than to
the Acquired Fund Shareholders as provided in paragraph
1.3;
(n) The information provided by the Acquired Fund for use in
the Registration Statement and Prospectus/Proxy
Statement referred to in paragraph 5.3 shall be accurate
and complete in all material respects and shall comply
with federal securities and other laws and regulations
as applicable thereto;
(o) No consent, approval, authorization or order of any
court or governmental authority is required for the
consummation by the Acquired Fund of the transactions
contemplated by this Agreement, except such as may be
required under the Securities Act of 1933, as amended
(the "1933 Act"), the Securities Exchange Act of 1934,
as amended (the "1934 Act"), the 1940 Act and state
securities or "Blue Sky" laws (which terms used herein
shall include the laws of the District of Columbia and
of Puerto Rico);
(p) At the Closing Date, the Acquired Fund will have good
and marketable title to its assets to be transferred to
the Acquiring Fund pursuant to paragraph 1.1 and will
have full right, power and authority to sell, assign,
transfer and deliver the Investments (as defined below)
and any other assets and liabilities of the Acquired
Fund to be transferred to the Acquiring Fund pursuant to
this Agreement. At the Closing Date, subject only to the
delivery of the Investments and any such other assets
and liabilities and payment therefor as contemplated by
this Agreement, the Acquiring Fund will acquire good and
marketable title thereto and will acquire the
Investments and any such other assets and liabilities
subject to no encumbrances, liens or security interests
whatsoever and without any restrictions upon the
transfer thereof, except as previously disclosed to the
Acquiring Fund. As used in this Agreement, the term
"Investments" shall mean the Acquired Fund's investments
shown on the schedule of its investments as of
[ _____________ ], 2005, referred to in subparagraph
4.1(f) hereof, as supplemented with such changes in the
portfolio as the Acquired Fund shall make, and changes
resulting from stock dividends, stock split-ups, mergers
and similar corporate actions through the Closing Date;
(q) At the Closing Date, the Acquired Fund will have sold
such of its assets, if any, as are necessary to assure
that, after giving effect to the acquisition of the
assets of the Acquired Fund pursuant to this Agreement,
the Acquiring Fund will remain a "diversified company"
within the meaning of Section 5(b)(1) of the 1940 Act
and in compliance with such other mandatory investment
restrictions as are set forth in the Acquiring Fund
Prospectus, as amended through the Closing Date; and
(r) No registration of any of the Investments would be
required if they were, as of the time of such transfer,
the subject of a public distribution by either of the
Acquiring Fund or the Acquired Fund, except as
previously disclosed by the Acquired Fund to the
Acquiring Fund.
4.2 The Acquiring Fund represents and warrants the following to the
Acquired Fund as of the date hereof and agrees to confirm the
continuing accuracy and completeness in all material respects of
the following on the Closing Date:
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(a) The [Acquiring] Trust is an unincorporated voluntary
association with transferable shares of beneficial
interest (commonly referred to as a business trust) duly
organized, validly existing and in good standing under
the laws of The Commonwealth of Massachusetts;
(b) The [Acquiring] Trust is a duly registered investment
company classified as a management company of the
open-end type and its registration with the Securities
and Exchange Commission as an investment company under
the 1940 Act is in full force and effect, and the
Acquiring Fund is a separate series thereof duly
designated in accordance with the applicable provisions
of the Declaration of Trust of the [Acquiring] Trust and
the 1940 Act;
(c) The Acquiring Fund Prospectus conforms in all material
respects to the applicable requirements of the 1933 Act
and the rules and regulations of the Securities and
Exchange Commission thereunder and does not 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
misleading, and there are no material contracts to which
the Acquiring Fund is a party that are not referred to
in such Acquiring Fund Prospectus or in the registration
statement of which it is a part;
(d) At the Closing Date, the Acquiring Fund will have good
and marketable title to its assets;
(e) The [Acquiring] Trust is not in violation in any
material respect of any provisions of its Declaration of
Trust or Bylaws or of any agreement, indenture,
instrument, contract, lease or other undertaking to
which the [Acquiring] Trust is a party or by which the
Acquiring Fund is bound, and the execution, delivery and
performance of this Agreement will not result in any
such violation;
(f) To the knowledge of the Acquiring Fund, except as has
been disclosed in writing to the Acquired Fund, no
litigation or administrative proceeding or investigation
of or before any court or governmental body is presently
pending or threatened as to the Acquiring Fund or any of
their properties or assets or any person whom the
Acquiring Fund may be obligated to indemnify in
connection with such litigation, proceeding or
investigation, and the Acquiring Fund is not 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 or its
ability to consummate the transactions contemplated
hereby;
(g) The statement of assets and liabilities, the statement
of operations, the statement of changes in net assets,
and the schedule of investments at, as of and for the
year ended October 31, 2004, of the Acquiring Fund,
audited by PricewaterhouseCoopers LLP, copies of which
have been furnished to the Acquired Fund, fairly reflect
the financial condition and results of operations of the
Acquiring Fund as of such date and for the period then
ended in accordance with generally accepted accounting
principles consistently applied, and the Acquiring Fund
has no known liabilities of a material amount,
contingent or otherwise, other than those shown on the
statements of assets referred to above or those incurred
in the ordinary course of its business since October 31,
2004;
(h) Since October 31, 2004, there has not been any material
adverse change in the Acquiring Fund's financial
condition, assets, liabilities or business (other than
changes occurring in the ordinary course of business),
or any incurrence by the Acquiring Fund of indebtedness.
For the purposes of this subparagraph (h), changes in
portfolio
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securities, changes in the market value of portfolio
securities or net redemptions shall be deemed to be in
the ordinary course of business;
(i) As of the Closing Date, all federal and other tax
returns and reports of the Acquiring Fund required by
law to have been filed by such date (giving effect to
extensions) shall have been filed, and all federal and
other taxes shown to be due on such returns and reports
or any assessments received shall have been paid, or
provisions shall have been made for the payment thereof.
All of the Acquiring Fund's tax liabilities will have
been adequately provided for on its books. To the best
of the Acquiring Fund's knowledge, it will not have not
have had any tax deficiency or liability asserted
against it or question with respect thereto raised, and
it will not be under audit by the Internal Revenue
Service or by any state or local tax authority for taxes
in excess of those already paid;
(j) The Acquiring Fund meets the requirements of subchapter
M of the Code for treatment as a "regulated investment
company" within the meaning of Section 851 of the Code,
and will continue meeting such requirements at all times
through the Closing Date. The Acquiring Fund has not at
any time since its inception been liable for nor is now
liable for any material income or excise tax pursuant to
Section 852 or 4982 of the Code. The Acquiring Fund has
duly filed all federal, state, local and foreign tax
returns which are required to have been filed, and all
taxes of the Acquiring Fund which are due and payable
have been paid except for amounts that alone or in the
aggregate would not reasonably be expected to have a
material adverse effect. The Acquiring 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 capital stock and to withholding
in respect of dividends and other distributions to
shareholders, and is not liable for any material
penalties which could be imposed thereunder;
(k) The authorized capital of the Acquiring Fund consists of
an unlimited number of shares of beneficial interest, no
par value, of such number of different series as the
Board of Trustees may authorize from time to time. The
outstanding shares of beneficial interest in the
Acquiring Fund are, and at the Closing Date will be,
divided into Class A, Class B, Class C[, Class G, Class
T] and Class Z shares, each having the characteristics
described in the Acquiring Fund Prospectus. All issued
and outstanding shares of the Acquiring Fund are, and at
the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable (except as
set forth in the Acquiring Fund Prospectus) by the
Acquiring Fund, and will have been issued in compliance
with all applicable registration or qualification
requirements of federal and state securities laws.
Except for Class B shares that convert to Class A
shares, no options, warrants or other rights to
subscribe for or purchase, or securities convertible
into, any shares of beneficial interest in the Acquiring
Fund of any class are outstanding and none will be
outstanding on the Closing Date;
(l) The Acquiring Fund's investment operations from
inception to the date hereof have been in compliance in
all material respects with the investment policies and
investment restrictions set forth in the Acquiring Fund
Prospectus;
(m) The execution, delivery and performance of this
Agreement have been duly authorized by all necessary
action on the part of the Acquiring Fund, and this
Agreement constitutes the valid and binding obligation
of the Acquiring Fund enforceable in accordance with its
terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally
and other equitable principles;
(n) The Acquisition Shares to be issued and delivered to the
Acquired Fund pursuant to the terms of this Agreement
will at the Closing Date have been duly authorized and,
when
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so issued and delivered, will be duly and validly issued
Class A, Class B, Class C and Class Z shares of
beneficial interest in the Acquiring Fund, and will be
fully paid and non-assessable (except as set forth in
the Acquiring Fund Prospectus) by the Acquiring Fund,
and no shareholder of the Acquiring Fund will have any
preemptive right of subscription or purchase in respect
thereof;
(o) The information to be furnished by the Acquiring Fund
for use in the Registration Statement and
Prospectus/Proxy Statement referred to in paragraph 5.3
shall be accurate and complete in all material respects
and shall comply with federal securities and other laws
and regulations applicable thereto; and
(p) No consent, approval, authorization or order of any
court or governmental authority is required for the
consummation by the Acquiring Fund of the transactions
contemplated by this Agreement, except such as may be
required under the 1933 Act, the 1934 Act, the 1940 Act
and state securities or "Blue Sky" laws (which term as
used herein shall include the laws of the District of
Columbia and of Puerto Rico).
5. COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
The Acquired Fund and Acquiring Fund hereby covenant and agree as
follows:
5.1 The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the
Closing Date, it being understood that such ordinary course of
business will include regular and customary periodic dividends
and distributions.
5.2 The Acquired Fund will call a meeting of its shareholders to be
held prior to the Closing Date to consider and act upon this
Agreement and take all other reasonable action necessary to
obtain the required shareholder approval of the transactions
contemplated hereby.
5.3 In connection with the Acquired Fund shareholders' meeting
referred to in paragraph 5.2, the Acquired Fund will prepare a
Prospectus/Proxy Statement for such meeting, to be included in a
Registration Statement on Form N-14 (the "Registration
Statement") which the Trust will prepare and file for
registration under the 1933 Act of the Acquisition Shares to be
distributed to the Acquired Fund Shareholders pursuant hereto,
all in compliance with the applicable requirements of the 1933
Act, the 1934 Act, and the 0000 Xxx.
5.4 The information to be furnished by the Acquired Fund for use in
the Registration Statement and the information to be furnished
by the Acquiring Fund for use in the Prospectus/Proxy Statement,
each as referred to in paragraph 5.3, shall be accurate and
complete in all material respects and shall comply with federal
securities and other laws and regulations thereunder applicable
thereto.
5.5 The Acquiring Fund will advise the Acquired Fund promptly if at
any time prior to the Closing Date the assets of the Acquired
Fund include any securities that the Acquiring Fund is not
permitted to acquire.
5.6 Subject to the provisions of this Agreement, the Acquired Fund
and the Acquiring Fund 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 cause the conditions to the
other party's obligations to consummate the transactions
contemplated hereby to be met or fulfilled and otherwise to
consummate and make effective such transactions.
5.7 The Acquiring Fund will use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940
Act and such of the state securities or "Blue Sky" laws as it
may deem appropriate in order to continue its operations after
the Closing Date.
-9-
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, to the following further
conditions:
6.1 The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in its name by its President or Vice
President and its Treasurer or Assistant Treasurer, in form and
substance satisfactory to the Acquired Fund and dated as of the
Closing Date, to the effect that the representations and
warranties of the Acquiring Fund made in this Agreement are true
and correct at and as of the Closing Date, except as they may be
affected by the transactions contemplated by this Agreement, and
that the Acquiring Fund has complied with all the covenants and
agreements and satisfied all of the conditions on their parts to
be performed or satisfied under this Agreement at or prior to
the Closing Date.
6.2 The Acquired Fund shall have received a favorable opinion of
Ropes & Xxxx LLP, counsel to the Acquiring Fund for the
transactions contemplated hereby, dated the Closing Date and, in
a form satisfactory to the Acquired Fund, to the following
effect:
(a) The [Acquiring] Trust is an unincorporated voluntary
association with transferable shares of beneficial
interest (commonly referred to as a business trust) duly
organized and validly existing under the laws of The
Commonwealth of Massachusetts and has power to own all
of its properties and assets and to carry on its
business as presently conducted, and the Acquiring Fund
is a separate series thereof duly constituted in
accordance with the applicable provisions of the 1940
Act and the Declaration of Trust and Bylaws of the
[Acquiring] Trust;
(b) This Agreement has been duly authorized, executed and
delivered on behalf of the Acquiring Fund and, assuming
the Registration Statement and the Prospectus/Proxy
Statement referred to in paragraph 5.3 comply with
applicable federal securities laws and assuming the due
authorization, execution and delivery of this Agreement
by the Acquired Fund, is the valid and binding
obligation of the Acquiring Fund enforceable against the
Acquiring Fund in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the
enforcement of creditors' rights generally and other
equitable principles;
(c) The Acquiring Fund has the power to assume the
liabilities to be assumed by it hereunder and upon
consummation of the transactions contemplated hereby the
Acquiring Fund will have duly assumed such liabilities;
(d) The Acquisition Shares to be issued for transfer to the
Acquired Fund Shareholders as provided by this Agreement
are duly authorized and upon such transfer and delivery
will be validly issued and outstanding and fully paid
and nonassessable (except as set forth in the Acquiring
Fund Prospectus) Class A, Class B, Class C and Class Z
shares of beneficial interest in the Acquiring Fund, and
no shareholder of the Acquiring Fund has any preemptive
right of subscription or purchase in respect thereof;
(e) The execution and delivery of this Agreement did not,
and the performance by the Acquiring Fund of its
respective obligations hereunder will not, violate the
Trust's Declaration of Trust or Bylaws, or any provision
of any agreement known to such counsel to which the
Acquiring 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 Acquiring Fund is a party or by which it is
bound;
-10-
(f) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental
authority is required for the consummation by the
Acquiring Fund of the transactions contemplated by this
Agreement except such as may be required under state
securities or "Blue Sky" laws or such as have been
obtained;
(g) Such counsel does not know of any legal or governmental
proceedings relating to the Acquiring Fund existing on
or before the date of mailing of the Prospectus/Proxy
Statement referred to in paragraph 5.3 or the Closing
Date required to be described in the Registration
Statement which are not described as required;
(h) The Trust is registered with the Securities and Exchange
Commission as an investment company under the 1940 Act;
and
(i) To the knowledge of such counsel, except as has been
disclosed in writing to the Acquired Fund, no litigation
or administrative proceeding or investigation of or
before any court or governmental body is presently
pending or threatened as to the Acquiring Fund or any of
their properties or assets or any person whom the
Acquiring Fund may be obligated to indemnify in
connection with such litigation, proceeding or
investigation, and the Acquiring Fund is not 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 or its
ability to consummate the transactions contemplated
hereby.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, to the following further
conditions:
7.1 The Acquired Fund shall have delivered to the Acquiring Fund a
certificate executed in its name by its President or Vice
President and its Treasurer or Assistant Treasurer, in form and
substance satisfactory to the Acquiring Fund and dated as of the
Closing Date, to the effect that the representations and
warranties of the Acquired Fund made in this Agreement are true
and correct at and as of the Closing Date, except as they may be
affected by the transactions contemplated by this Agreement, and
that the Acquired Fund have complied with all the covenants and
agreements and satisfied all of the conditions on their parts to
be performed or satisfied under this Agreement at or prior to
the Closing Date;
7.2 The Acquiring Fund shall have received a favorable opinion of
[Xxxxxxxx & Xxxxxxxx LLP/Ropes & Xxxx LLP], counsel to the
Acquired Fund for the transactions contemplated hereby, dated
the Closing Date and in a form satisfactory to the Acquiring
Fund, to the following effect:
(a) The [Acquired] Trust is [a statutory trust duly
organized and validly existing under the laws of the
State of Delaware and has power to own all of its
properties and assets and to carry on its business as
presently conducted/an unincorporated voluntary
association with transferable shares of beneficial
interest (commonly referred to as a business trust) duly
organized, validly existing and in good standing under
the laws of The Commonwealth of Massachusetts], and the
Acquired Fund is a separate series thereof duly
constituted in accordance with the applicable provisions
of the 1940 Act and the Declaration of Trust and Bylaws
of the [Acquired] Trust;
(b) This Agreement has been duly authorized, executed and
delivered on behalf of the Acquired Fund and, assuming
the Registration Statement and the Prospectus/Proxy
Statement referred to in paragraph 5.3 comply with
applicable federal securities laws and assuming the due
authorization, execution and delivery of this Agreement
by the Acquiring Fund, is the valid and binding
obligation of the Acquired Fund enforceable
-11-
against the Acquired Fund in accordance with its terms,
except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally
and other equitable principles;
(c) The Acquired Fund has the power to sell, assign,
transfer and deliver the assets to be transferred by it
hereunder, and, upon consummation of the transactions
contemplated hereby, the Acquired Fund will have duly
transferred such assets to the Acquiring Fund;
(d) The execution and delivery of this Agreement did not,
and the performance by the Acquired Fund of its
respective obligations hereunder will not, violate the
Trust's Declaration of Trust or Bylaws, or any provision
of any agreement known to such counsel to which the
Acquired 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 Acquired Fund is a party or by which it is
bound;
(e) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental
authority is required for the consummation by the
Acquired Fund of the transactions contemplated by this
Agreement, except such as have been obtained;
(f) Such counsel does not know of any legal or governmental
proceedings relating to the Acquired Fund existing on or
before the date of mailing of the Prospectus/Proxy
Statement referred to in paragraph 5.3 or the Closing
Date required to be described in the Registration
Statement which are not described as required;
(g) The Trust is registered with the Securities and Exchange
Commission as an investment company under the 1940 Act;
and
(h) To the knowledge of such counsel, except as has been
disclosed in writing to the Acquiring Fund, no
litigation or administrative proceeding or investigation
of or before any court or governmental body is presently
pending or threatened as to the Acquired Fund or any of
their properties or assets or any person whom the
Acquired Fund may be obligated to indemnify in
connection with such litigation, proceeding or
investigation, and the Acquired Fund is not 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 or its
ability to consummate the transactions contemplated
hereby.
7.3 Prior to the Closing Date, the Acquired Fund shall have declared
a dividend or dividends which, together with all previous
dividends, shall have the effect of distributing all of the
Acquired Fund's investment company taxable income for its
taxable years ending on or after [March 31, 2005/October 31,
2004], and on or prior to the Closing Date (computed without
regard to any deduction for dividends paid), and all of its net
capital gains realized in each of its taxable years ending on or
after [March 31, 2005/October 31, 2004], and on or prior to the
Closing Date.
7.4 The Acquired Fund shall have furnished to the Acquiring Fund a
certificate, signed by the President (or any Vice President) and
the Treasurer of the Acquired Fund, as to the adjusted tax basis
in the hands of the Acquired Fund of the securities delivered to
the Acquiring Fund pursuant to this Agreement.
7.5 The custodian of the Acquired Fund shall have delivered to the
Acquiring Fund a certificate identifying all of the assets of
the Acquired Fund held by such custodian as of the Valuation
Date.
-12-
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE ACQUIRING
FUND AND THE ACQUIRED FUND.
The respective obligations of the Acquired Fund and the Acquiring Fund
hereunder are subject to the further conditions that on or before the Closing
Date:
8.1 This Agreement and the transactions contemplated herein shall
have received all necessary shareholder approvals at the meeting
of shareholders of the Acquired Fund referred to in paragraph
5.2.
8.2 On the Closing Date no action, suit or other proceeding shall be
pending 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 hereby.
8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities
(including those of the Securities and Exchange Commission and
of state "Blue Sky" and securities authorities) deemed necessary
by the Acquired Fund and the Acquiring Fund to permit
consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except when
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 Fund or the Acquired Fund.
8.4 The Registration Statement shall have become effective under the
1933 Act and no stop order suspending the effectiveness thereof
shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall
have been instituted or be pending, threatened or contemplated
under the 0000 Xxx.
8.5 The Acquired Fund and the Acquiring Fund shall have received a
favorable opinion of Ropes & Xxxx LLP satisfactory to both
parties substantially to the effect that, for federal income tax
purposes:
(a) The acquisition by the Acquiring Fund of the assets of
the Acquired Fund in exchange for the Acquiring Fund's
assumption of the liabilities and Obligations of the
Acquired Fund and issuance of the Acquisition Shares,
followed by the distribution by the Acquired Fund of
such Acquisition Shares to the shareholders of the
Acquired Fund in exchange for their shares of the
Acquired Fund, all as provided in paragraph 1 hereof,
will constitute a reorganization within the meaning of
Section 368(a) of the Code, and the Acquired Fund and
the Acquiring Fund will each be "a party to a
reorganization" within the meaning of Section 368(b) of
the Code;
(b) No gain or loss will be recognized by the Acquired Fund
(i) upon the transfer of its assets to the Acquiring
Fund in exchange for the Acquisition Shares and the
assumption by the Acquiring Fund of the liabilities of
the Acquired Fund or (ii) upon the distribution of the
Acquisition Shares by the Acquired Fund to its
shareholders in liquidation, as contemplated in
paragraph 1 hereof;
(c) No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Acquired Fund in
exchange for the assumption of liabilities and
Obligations and issuance of the Acquisition Shares as
contemplated in paragraph 1 hereof;
(d) The tax basis of the assets of the Acquired Fund
acquired by the Acquiring Fund will be the same as the
tax basis of such assets in the hands of the Acquired
Fund immediately prior to the transfer, and the holding
period of the assets of the Acquired Fund in the hands
of the Acquiring Fund will include the period during
which those assets were held by the Acquired Fund;
-13-
(e) The holding periods of the assets of the Acquired Fund
in the hands of the Acquiring Fund will include the
periods during which such assets were held by the
Acquired Fund;
(f) No gain or loss will be recognized by the Acquired Fund
shareholders upon the exchange of all of their Acquired
Fund shares for the Acquisition Shares;
(g) The aggregate tax basis of the Acquisition Shares to be
received by each shareholder of the Acquired Fund will
be the same as the aggregate tax basis of the Acquired
Fund shares exchanged therefor;
(h) An Acquired Fund shareholder's holding period for the
Acquisition Shares to be received will include the
period during which the Acquired Fund shares exchanged
therefor were held, provided that the shareholder held
the Acquired Fund shares as a capital asset on the date
of the exchange; and
(i) The Acquiring Fund will succeed to and take into account
the items of the Acquired Fund described in Section
381(c) of the Code, subject to the conditions and
limitations specified in Sections 381, 382, 383 and 384
of the Code and the regulations thereunder.
The opinion and the confirming letter will be based on certain factual
certifications made by officers of the Acquired Fund and the Acquiring Fund and
will also be based on customary assumptions. Neither the opinion nor the
confirming letter is a guarantee that the tax consequences of the Acquisition
will be as described above.
Ropes & Xxxx LLP will express no view with respect to the effect of the
Acquisition on any transferred asset as to which any unrealized gain or loss is
required to be recognized at the end of a taxable year (or on the termination or
transfer thereof) under federal income tax principles.
8.6 At any time prior to the Closing, any of the foregoing
conditions of this Agreement may be waived by the Boards of
Trustees of the [Acquired] Trust and the [Acquiring] Trust, if,
in their judgment, such waiver will not have a material adverse
effect on the interests of the shareholders of the Acquired Fund
or the Acquiring Fund.
9. BROKERAGE FEES AND EXPENSES.
9.1 Each of the Acquired Fund and the Acquiring Fund 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.
9.2 All fees paid to governmental authorities for the registration
or qualification of the Acquisition Shares and all transfer
agency costs related to the Acquisition Shares shall be
allocated to the Acquiring Fund. All fees and expenses related
to printing, mailing, solicitation of proxies and tabulation of
votes of Acquired Fund shareholders shall be allocated to the
Acquired Fund. All of the other expenses of the transactions,
including without limitation, accounting, legal and custodial
expenses, contemplated by this Agreement shall be allocated
equally between the Acquired Fund and the Acquiring Fund. The
expenses detailed above shall be borne as follows: (a) as to
expenses allocable to the Acquired Fund, 75% of such expenses
shall be borne by the Acquired Fund and 25% of such expenses
shall be borne by Columbia; and (b) as to expenses allocable to
the Acquiring Fund, 100% of such expenses shall be borne by
Columbia.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.
10.1 The Acquired Fund and the Acquiring 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.
-14-
10.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in
connection herewith shall not survive the consummation of the
transactions contemplated hereunder except paragraphs 1.1, 1.3,
1.5, 5.4 and 9.
11. TERMINATION.
11.1 This Agreement may be terminated by the mutual agreement of the
Acquired Fund and the Acquiring Fund. In addition, either the
Acquired Fund or the Acquiring Fund may at its option terminate
this Agreement at or prior to the Closing Date because:
(a) Of a material breach by the other of any representation,
warranty, covenant or agreement contained herein to be
performed by the other party at or prior to the Closing
Date;
(b) A condition herein expressed to be precedent to the
obligations of the terminating party has not been met
and it reasonably appears that it will not or cannot be
met; or
(c) Any governmental authority of competent jurisdiction
shall have issued any judgment, injunction, order,
ruling or decree or taken any other action restraining,
enjoining or otherwise prohibiting this Agreement or the
consummation of any of the transactions contemplated
herein and such judgment, injunction, order, ruling,
decree or other action becomes final and non-appealable;
provided that the party seeking to terminate this
Agreement pursuant to this Section 11.1(c) shall have
used its reasonable best efforts to have such judgment,
injunction, order, ruling, decree or other action
lifted, vacated or denied.
If the transactions contemplated by this Agreement have not been
substantially completed by December 31, 2006, this Agreement
shall automatically terminate on that date unless a later date
is agreed to by both the Acquired Fund and the Acquiring Fund.
11.2 If for any reason the transactions contemplated by this
Agreement are not consummated, no party shall be liable to any
other party for any damages resulting therefrom, including
without limitation consequential damages.
12. AMENDMENTS.
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Acquired Fund and the Acquiring Fund; provided, however, that following the
shareholders' meeting called by the Acquired Fund pursuant to paragraph 5.2 no
such amendment may have the effect of changing the provisions for determining
the number of the Acquisition Shares to be issued to shareholders of the
Acquired Fund under this Agreement to the detriment of such shareholders without
their further approval.
13. 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 prepaid
telegraph, telecopy or certified mail addressed to the Acquired Fund or the
Acquiring Fund at Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention:
Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON-RECOURSE.
14.1 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.
14.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
-15-
14.3 This Agreement shall be governed by and construed in accordance
with the domestic substantive laws of The Commonwealth of
Massachusetts, without giving effect to any choice or conflicts
of law rule or provision that would result in the application of
the domestic substantive laws of any other jurisdiction.
14.4 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.
14.5 A copy of the Declaration of Trust of the [Acquiring] Trust is
on file with the Secretary of The Commonwealth of Massachusetts,
and notice is hereby given that no trustee, officer, agent or
employee of such trust shall have any personal liability under
this Agreement, and that this Agreement is binding only upon the
assets and properties of the Acquiring Fund
[The rest of this page intentionally left blank.]
-16-
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its President, a Vice President or Treasurer.
[NATIONS FUNDS TRUST/COLUMBIA FUNDS TRUST V]
on behalf of [Insert Acquired Fund]
By:
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: President
COLUMBIA FUNDS TRUST V
on behalf of Columbia Intermediate Tax-Exempt Bond Fund
By:
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: President
Solely for purposes of Paragraph 9.2 of the Agreement
COLUMBIA MANAGEMENT ADVISORS, INC.
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
