EXHIBIT 4
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this ___ day of __________, 2005, by and between the STI Classic Funds (the
"Trust"), a Massachusetts business trust, with its principal place of business
at 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, with respect to its Growth & Income
Fund, Investment Grade Bond Fund and North Carolina Tax-Exempt Bond Fund, each a
separate series of the Trust (each an "Acquiring Fund" and, together, the
"Acquiring Funds"), and CCMI Funds ("CCMI"), a Massachusetts business trust,
with its principal place of business at 000 Xxxxx Xxxxxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000, with respect to its CCMI Equity Fund, CCMI Bond
Fund and CCMI Tax-Exempt North Carolina Bond Fund (each a "Transferring Fund;"
together, the "Transferring Funds;" and, collectively, with the Acquiring Funds,
the "Funds").
This Agreement is intended to be, and is adopted as, a Plan of
Reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will
consist of: (i) the transfer of all of the assets of each Transferring Fund in
exchange for T Shares of beneficial interest, no par value per share, of its
respective Acquiring Fund ("Acquiring Fund Shares") as set forth on Schedule A
attached hereto; (ii) the assumption by each Acquiring Fund of all liabilities
of each Transferring Fund; and (iii) the distribution, after the Closing Date
hereinafter referred to, of the Acquiring Fund Shares to the shareholders of
each Transferring Fund and the termination of each Transferring Fund as provided
herein, all upon the terms and conditions set forth in this Agreement (the
"Reorganization"). Notwithstanding anything to the contrary contained herein,
the obligations, agreements, representations and warranties with respect to each
Fund shall be the obligations, agreements, representations and warranties of
that Fund only, and in no event shall any other Fund or the assets of any other
Fund be held liable with respect to the breach or other default by an obligated
Fund of its obligations, agreements, representations and warranties as set forth
herein.
WHEREAS, each Acquiring Fund and each Transferring Fund is a separate
series of the Trust and CCMI, respectively, and the Trust and CCMI are open-end,
registered management investment companies and each Transferring Fund owns
securities that generally are assets of the character in which its respective
Acquiring Fund is permitted to invest;
WHEREAS, each Fund is authorized to issue its shares of beneficial
interest;
WHEREAS, the Trustees of CCMI have determined that the Reorganization,
with respect to each Transferring Fund, is in the best interests of the
Transferring Fund's shareholders and that the interests of the existing
shareholders of the Transferring Fund will not be diluted as a result of the
Reorganization;
NOW, THEREFORE, in consideration of the premises, covenants, and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
ARTICLE I
TRANSFER OF ASSETS OF THE TRANSFERRING FUNDS IN EXCHANGE FOR ACQUIRING
FUND SHARES AND THE ASSUMPTION OF THE TRANSFERRING FUNDS' LIABILITIES AND
TERMINATION OF THE TRANSFERRING FUNDS
1.1 THE EXCHANGE. Subject to the terms and conditions contained herein
and on the basis of the representations and warranties contained herein, each
Transferring Fund agrees to transfer all of its assets and liabilities, as set
forth in paragraph 1.2, to its respective Acquiring Fund. In exchange, each
Acquiring Fund agrees (i) to deliver to its respective Transferring Fund the
number of full and fractional T Shares of the Acquiring Fund equal in value to
the value of full and fractional shares of the Transferring Fund then
outstanding and (ii) to assume the liabilities of the Transferring Fund, as set
forth
in paragraph 1.3. Such transactions shall take place at the closing date
provided for in paragraph 3.1 ("Closing Date").
1.2 ASSETS TO BE ACQUIRED. The assets of each Transferring Fund to be
acquired by its respective Acquiring Fund shall consist of all property,
including, without limitation, all cash, securities, commodities, interests in
futures and dividends or interest receivables, owned by the Transferring Fund
and any deferred or prepaid expenses shown as an asset on the books of such
Transferring Fund on the Closing Date.
Each Transferring Fund has provided its respective Acquiring Fund with
its most recent audited financial statements, which contain a list of all of the
Transferring Fund's assets as of the date of such statements. Each Transferring
Fund hereby represents that as of the date of the execution of this Agreement,
there have been no changes in its financial position as reflected in such
financial statements other than those occurring in the ordinary course of
business in connection with the purchase and sale of securities and the payment
of normal operating expenses and the payment of dividends, capital gains
distributions and redemption proceeds to shareholders.
Each Transferring Fund will, within a reasonable period of time prior
to the Closing Date, furnish its respective Acquiring Fund with a list of the
Transferring Fund's portfolio securities and other investments. Each Acquiring
Fund will, within a reasonable time prior to the Closing Date, furnish its
respective Transferring Fund with a list of the securities, if any, on the
Transferring Fund's list referred to above that do not conform to the Acquiring
Fund's investment objectives, policies, and restrictions.
1.3 LIABILITIES TO BE ASSUMED. Each Transferring Fund will endeavor to
discharge all of its known liabilities and obligations to the extent possible
prior to the Closing Date. Each Acquiring Fund shall assume those liabilities,
expenses, costs, charges and reserves reflected on a Statement of Assets and
Liabilities of its respective Transferring Fund prepared on behalf of the
Transferring Fund, as of the Valuation Date (as defined in paragraph 2.1), in
accordance with generally accepted accounting principles consistently applied
from the prior audited period. Each Acquiring Fund shall assume all of the
liabilities of its respective Transferring Fund, whether accrued or contingent,
known or unknown, existing at the Valuation Date whether or not they are
reflected on the Statement of Assets and Liabilities.
1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date
as is conveniently practicable (the "Liquidation Date"): (a) each Transferring
Fund will make a liquidating distribution, pro rata to its shareholders of
record (the "Transferring Fund Shareholders"), determined as of the close of
business on the Valuation Date (as defined in paragraph 2.1), of all of the
Acquiring Fund Shares received by the Transferring Fund pursuant to paragraph
1.1; and (b) the Transferring Fund will thereupon proceed to terminate as set
forth in paragraph 1.9 below. Such distribution will be accomplished by the
transfer of Acquiring Fund Shares credited to the account of the Transferring
Fund on the books of the Acquiring Fund to open accounts on the share records of
the Acquiring Fund in the name of the Transferring Fund Shareholders, and
representing the respective pro rata number of Acquiring Fund Shares due such
shareholders. All issued and outstanding shares of the Transferring Fund will
simultaneously be canceled on the books of the Transferring Fund. The Acquiring
Fund shall not issue certificates representing Acquiring Fund Shares in
connection with such transfer. Each Transferring Fund Shareholder shall have the
right to receive any unpaid dividends or other distributions that were declared
by the Transferring Fund before the Effective Time (as defined in paragraph 3.1)
with respect to Transferring Fund shares that are held of record by a
Transferring Fund Shareholder at the Effective Time on the Closing Date.
1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be
shown on the books of each Acquiring Fund's transfer agent. Shares of each
Acquiring Fund will be issued simultaneously to its corresponding Transferring
Fund, in an amount equal in value to the NAV of each Transferring Fund's shares,
to be distributed to shareholders of each Transferring Fund.
1.6 TRANSFER TAXES. Any transfer taxes payable upon the transfer of
Acquiring Fund Shares in a name other than the registered holder of the
Transferring Fund shares on the books of the Transferring Fund as of that time
shall, as a condition of such issuance and transfer, be paid by the person to
whom such Acquiring Fund Shares are to be transferred.
1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of each
Transferring Fund is and shall remain the responsibility of the Transferring
Fund, up to and including the Closing Date, and such later date on which the
Transferring Fund is terminated.
1.8 TERMINATION. Each Transferring Fund shall be terminated promptly
following the Closing Date and the making of all distributions pursuant to
paragraph 1.5.
1.9 Subject to the conditions set forth in this Agreement, the failure
of one of the Transferring Funds to consummate the transactions contemplated
hereby shall not affect the consummation or validity of the Reorganization with
respect to any other Transferring Fund, and the provisions of this Agreement
shall be construed to effect this intent, including, without limitation, as the
context requires, construing the terms "Acquiring Fund" and "Transferring Fund"
as meaning only those series of the Trust and CCMI, respectively, that are
involved in the Reorganization as of the Closing Date.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of a Transferring Fund's assets to
be acquired by its respective Acquiring Fund hereunder shall be the value of
such assets computed as of the close of regular trading on the New York Stock
Exchange ("NYSE") on the business day immediately prior to the Closing Date
(such time and date being hereinafter called a "Valuation Date"), using the
valuation procedures set forth in CCMI's Declaration of Trust and each
Transferring Fund's then current prospectus and Statement of Additional
Information or such other valuation procedures as shall be mutually agreed upon
by the parties. Each Acquiring Fund and Transferring Fund agrees, however, to
use all commercially reasonable efforts to resolve any material pricing
differences between the prices of portfolio securities determined in accordance
with the pricing policies and procedures of an Acquiring Fund and those
determined in accordance with the pricing policies and procedures of its
respective Transferring Fund.
2.2 VALUATION OF SHARES. The net asset value per share of Acquiring
Fund Shares shall be the net asset value per share computed as of the close of
normal trading on the NYSE on the Valuation Date, using the valuation procedures
set forth in the Trust's Agreement and Declaration of Trust and each Acquiring
Fund's then current prospectus and Statement of Additional Information.
2.3 SHARES TO BE ISSUED. The number of each Acquiring Fund's shares to
be issued (including fractional shares) shall be equal in net asset value to the
net asset value of each corresponding Transferring Fund's shares then
outstanding. Upon the Transferring Fund's liquidating distribution each holder
of shares of the Transferring Fund will receive T Shares of the corresponding
Acquiring Fund equal in net asset value to the net asset value of shares held by
such holder immediately prior to such liquidating distribution.
2.4 DETERMINATION OF VALUE. Except with respect to a Transferring
Fund's assets, which shall be valued by Unified Fund Services, Inc., all
computations of value shall be made by BISYS Fund Services Ohio, Inc. in
accordance with its regular practice in pricing the shares and assets of each
Acquiring Fund.
ARTICLE III
CLOSING AND CLOSING DATE
3.1 CLOSING DATE. The closing (the "Closing") will be on or about
[March 18], 2005 or such other date(s) as the parties may agree to in writing.
All acts taking place at the Closing shall be deemed to take place immediately
prior to the Closing Date unless otherwise provided. The Closing shall be held
as of [9:00 a.m.] Eastern Standard Time (the "Effective Time") at the offices of
Unified Fund Services, Inc., 000 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxx 00000, or at such other time and/or place as the parties may agree.
3.2 CUSTODIAN'S CERTIFICATE. The Fifth Third Bank, as custodian for
each Transferring Fund, shall deliver at the Closing a certificate of an
authorized officer stating that: (a) each Transferring Fund's portfolio
securities, cash, and any other assets shall have been delivered in proper form
to its respective Acquiring Fund on the Closing Date; and (b) all necessary
taxes including all applicable federal and state stock transfer stamps, if any,
shall have been paid, or provision for payment shall have been made, in
conjunction with the delivery of portfolio securities by the Transferring Fund.
3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation
Date, either: (a) the NYSE or another primary exchange on which the portfolio
securities of an Acquiring Fund or a Transferring Fund are purchased or sold,
shall be closed to trading or trading on such exchange shall be restricted; or
(b) trading or the reporting of trading on the NYSE or elsewhere shall be
disrupted so that accurate appraisal of the value of the net assets of an
Acquiring Fund or a Transferring Fund is impracticable, the Valuation Date shall
be postponed until the first business day after the day when trading is fully
resumed and reporting is restored.
3.4 TRANSFER AGENT'S CERTIFICATE. Unified Fund Services, Inc., as
transfer agent for each Transferring Fund as of the Closing Date, shall deliver
at the Closing a certificate of an authorized officer stating that its records
contain the names and addresses of Transferring Fund Shareholders, and the
number and percentage ownership of outstanding shares owned by each such
shareholder immediately prior to the Closing. Each Acquiring Fund shall issue
and deliver or cause BISYS Fund Services Ohio, Inc., its transfer agent, to
issue and deliver a confirmation evidencing Acquiring Fund Shares to be credited
on the Closing Date to the Secretary of CCMI or provide evidence satisfactory to
the Transferring Fund that such Acquiring Fund Shares have been credited to the
Transferring Fund's account on the books of the Acquiring Fund. At the Closing,
each party shall deliver to the other such bills of sale, checks, assignments,
share certificates, receipts and other documents, if any, as such other party or
its counsel may reasonably request.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE TRANSFERRING FUNDS. Each Transferring Fund
represents and warrants to its respective Acquiring Fund as follows:
(a) The Transferring Fund is a separate series of a business
trust, duly organized, validly existing and in good standing under the laws of
the Commonwealth of Massachusetts.
(b) The Transferring Fund is a separate series of a
Massachusetts business trust that is registered as an open-end management
investment company, and such Massachusetts business trust's registration with
the U.S. Securities and Exchange Commission (the "Commission") as an investment
company under the Investment Company Act of 1940 (the "1940 Act") is in full
force and effect.
(c) The current prospectus and Statement of Additional
Information of the Transferring Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933 (the "1933 Act") and the
1940 Act, and the rules and regulations thereunder, and do not include any
untrue statement of a material fact or omit to state any material fact required
to be stated or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) The Transferring Fund is not, and the execution, delivery,
and performance of this Agreement (subject to shareholder approval) will not
result in the violation of any material provision of CCMI's Declaration of Trust
or By-Laws or of any material agreement, indenture, instrument, contract, lease,
or other undertaking to which the Transferring Fund is a party or by which it is
bound.
(e) The Transferring Fund has no material contracts or other
commitments (other than this Agreement) that will be terminated with liability
to it prior to the Closing Date, except for liabilities, if any, to be
discharged or reflected in the Statement of Assets and Liabilities as provided
in paragraph 1.3 hereof.
(f) Except as otherwise disclosed in writing to and accepted
by the Acquiring Fund, no litigation, administrative proceeding, or
investigation of or before any court or governmental body is presently pending
or to its knowledge threatened against the Transferring Fund or any of its
properties or assets, which, if adversely determined, would materially and
adversely affect its financial condition, the conduct of its business, or the
ability of the Transferring Fund to carry out the transactions contemplated by
this Agreement. The Transferring Fund knows of no facts that might form the
basis for the institution of such proceedings and are not a party to or subject
to the provisions of any order, decree, or judgment of any court or governmental
body that materially and adversely affects the Transferring Fund's business or
its ability to consummate the transactions contemplated herein.
(g) The financial statements of the Transferring Fund are in
accordance with generally accepted accounting principles, and such statements
(copies of which have been furnished to the Acquiring Funds) fairly reflect the
financial condition of the Transferring Fund as of November 30, 2004 in all
material respects as of that date, and there are no known contingent liabilities
of the Transferring Fund as of that date not disclosed in such statements.
(h) Since November 30, 2004, there have been no material
adverse changes in the Transferring Fund's financial condition, assets,
liabilities or business (other than changes occurring in the ordinary course of
business), or any incurrence by the Transferring Fund of indebtedness maturing
more than one year from the date such indebtedness was incurred, except as
otherwise disclosed to and accepted by the Acquiring Fund. For the purposes of
this subparagraph (h), a decline in the net asset value of the Transferring Fund
shall not constitute a material adverse change.
(i) At the Closing Date, all federal and other tax returns and
reports of the Transferring Fund required by law to be filed by such date, shall
have been filed, and all federal and other taxes shown due on such returns and
reports shall have been paid, or provision shall have been made for the payment
thereof. To the best of the Transferring Fund's knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.
(j) All issued and outstanding shares of the Transferring Fund
are, and at the Closing Date, will be duly and validly issued and outstanding,
fully paid and non-assessable by the Transferring Fund. All of the issued and
outstanding shares of the Transferring Fund will, at the time of the Closing
Date, be held by the persons and in the amounts set forth in the records of the
Transferring Fund's transfer agent as provided in paragraph 3.4. The
Transferring Fund has no outstanding options, warrants, or other rights to
subscribe for or purchase any of the Transferring Fund shares, and has no
outstanding securities convertible into any of the Transferring Fund shares.
(k) At the Closing Date, the Transferring Fund will have good
and marketable title to the Transferring Fund's assets to be transferred to the
Acquiring Fund pursuant to paragraph 1.2, and full right, power, and authority
to sell, assign, transfer, and deliver such assets hereunder, and, upon delivery
and payment for such assets. Upon delivery and payment for such assets, the
Acquiring Fund will acquire good and marketable title, subject to no
restrictions on the full transfer of such assets, including such restrictions as
might arise under the 1933 Act, other than as disclosed to and accepted by the
Acquiring Fund.
(l) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the
Transferring Fund. Subject to approval by the Transferring Fund Shareholders,
this Agreement constitutes a valid and binding obligation of the Transferring
Fund, enforceable in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights and to general equity principles.
(m) The information to be furnished by the Transferring Fund
for use in no-action letters, applications for orders, registration statements,
proxy materials, and other documents that may be necessary in connection with
the transactions contemplated herein shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities laws and other laws and regulations.
(n) From the effective date of the Registration Statement (as
defined in paragraph 5.7), through the time of the meeting of the Transferring
Fund Shareholders and on the Closing Date, any written information furnished by
the Transferring Fund with respect to the Transferring Fund for use in the
Prospectus/Proxy Statement (as defined in paragraph 5.7), the Registration
Statement or any other materials provided in connection with the Reorganization,
does not and will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated or necessary to make the statements,
in light of the circumstances under which such statements were made, not
materially misleading.
(o) The Transferring Fund has elected to qualify and has
qualified as a "regulated investment company" (a "RIC") under the Code as of and
since its first taxable period; has been a RIC under the Code at all times since
the end of its first taxable year when it so qualified; and qualifies and shall
continue to qualify as a RIC under the Code for its taxable year ending upon its
liquidation.
(p) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the Securities Exchange Act of 1934
(the "1934 Act"), the 1940 Act or Massachusetts law for the execution of this
Agreement by CCMI, for itself and on behalf of each Transferring Fund, except
for the effectiveness of the Registration Statement and such other consents,
approvals, authorizations and filings as have been made or received, and such
consents, approvals, authorizations and filings as may be required subsequent to
the Closing Date, it being understood, however, that this Agreement and the
transactions contemplated herein must be approved by the shareholders of the
Transferring Fund as described in paragraph 5.2.
4.2 REPRESENTATIONS OF THE ACQUIRING FUNDS. Each Acquiring Fund
represents and warrants to its respective Transferring Fund as follows:
(a) The Acquiring Fund is a separate series of a business
trust, duly organized, validly existing and in good standing under the laws of
the Commonwealth of Massachusetts.
(b) The Acquiring Fund is a separate series of a Massachusetts
business trust that is registered as an open-end management investment company,
and such Massachusetts business trust's registration with the Commission as an
investment company under the 1940 Act is in full force and effect.
(c) The current prospectus and Statement of Additional
Information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations thereunder, and do not include any untrue statement of a material
fact or omit to state any material fact required to be stated or necessary to
make such statements therein, in light of the circumstances under which they
were made, not misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result in a violation of any material
provision of the Trust's Agreement and Declaration of Trust or By-Laws or of any
material agreement, indenture, instrument, contract, lease, or other undertaking
to which the Acquiring Fund is a party or by which it is bound.
(e) Except as otherwise disclosed in writing to the
Transferring Fund and accepted by the Transferring Fund, no litigation,
administrative proceeding or investigation of or before any court or
governmental body is presently pending, or to its knowledge, threatened against
the Acquiring Fund or any of its properties or assets, which, if adversely
determined, would materially and adversely affect its financial condition and
the conduct of its business or the ability of the Acquiring Fund to carry out
the transactions contemplated by this Agreement. The Acquiring Fund knows of no
facts that might form the basis for the institution of such proceedings and it
is not a party to or subject to the provisions of any order, decree, or judgment
of any court or governmental body that materially and adversely affects its
business or its ability to consummate the transaction contemplated herein.
(f) The financial statements of the Acquiring Fund (other than
the North Carolina Tax-Exempt Bond Fund, which is not yet in operation and,
therefore, does not have financial statements) are in accordance with generally
accepted accounting principles, and such statements (copies of which have been
furnished to the Transferring Funds) fairly reflect the financial condition of
the Acquiring Fund as of November 30, 2004 in all material respects as of that
date, and there are no known contingent liabilities of the Acquiring Fund as of
that date not disclosed in such statements.
(g) Since November 30, 2004, there have been no material
adverse changes in the Acquiring Fund's financial condition, assets, liabilities
for business (other than changes occurring in the ordinary course of business),
or any incurrence by the Acquiring Fund of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise disclosed
to and accepted by the Transferring Fund. For the purposes of this subparagraph
(g), a decline in the net asset value of the Acquiring Fund shall not constitute
a material adverse change.
(h) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Fund (other than the North Carolina Tax-Exempt Bond
Fund, which is not yet in operation) required by law to be filed by such date,
shall have been filed, and all federal and other taxes shown due on such returns
and reports shall have been paid, or provision shall have been made for the
payment thereof. 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
such returns.
(i) All issued and outstanding Acquiring Fund Shares are, and
at the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding
options, warrants, or other rights to subscribe for or purchase any Acquiring
Fund Shares, and there are no outstanding securities convertible into any
Acquiring Fund Shares.
(j) 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 a valid and binding obligation of the
Acquiring Fund, enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors' rights and to general equity
principles.
(k) The information to be furnished by the Acquiring Fund for
use in no-action letters, applications for orders, registration statements,
proxy materials, and other documents that may be necessary in connection with
the transactions contemplated herein shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities laws and other laws and regulations.
(l) From the effective date of the Registration Statement (as
defined in paragraph 5.7), through the time of the meeting of the Transferring
Fund Shareholders and on the Closing Date, any
written information furnished by the Trust with respect to the Acquiring Fund
for use in the Prospectus/Proxy Statement (as defined paragraph 5.7), the
Registration Statement or any other materials provided in connection with the
Reorganization, does not and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated or necessary to make
the statements, in light of the circumstances under which such statements were
made, not materially misleading.
(m) The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act,
and any state blue sky or securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.
(n) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the 1934 Act, the 1940 Act or
Massachusetts law for the execution of this Agreement by the Trust, for itself
and on behalf of the Acquiring Fund, or the performance of the Agreement by the
Trust, for itself and on behalf of the Acquiring Fund, except for the
effectiveness of the Registration Statement and such other consents, approvals,
authorizations and filings as have been made or received, and except for such
consents, approvals, authorizations and filings as may be required subsequent to
the Closing Date.
(o) The Acquiring Fund intends to qualify as a RIC under the
Code, and with respect to each Acquiring Fund that has conducted material
investment operations prior to the Closing Date, the Acquiring Fund has elected
to qualify and has qualified as a RIC under the Code as of and since its first
taxable period; has been a RIC under the Code at all times since the end of its
first taxable year when it so qualified; and qualifies and shall continue to
qualify as a RIC under the Code for its current taxable year.
ARTICLE V
COVENANTS OF EACH ACQUIRING FUND AND EACH TRANSFERRING FUND
5.1 OPERATION IN ORDINARY COURSE. Subject to paragraph 8.5, each
Acquiring Fund and Transferring Fund will operate its respective business in the
ordinary course between the date of this Agreement and the Closing Date, it
being understood that such ordinary course of business will include customary
dividends and distributions and shareholder redemptions.
5.2 APPROVAL OF SHAREHOLDERS. CCMI will call a special meeting of
Transferring Fund Shareholders to consider and act upon this Agreement and to
take all other action necessary to obtain approval of the transactions
contemplated herein.
5.3 INVESTMENT REPRESENTATION. Each Transferring Fund covenants that
the Acquiring Fund Shares to be issued pursuant to this Agreement are not being
acquired for the purpose of making any distribution, other than in connection
with the Reorganization and in accordance with the terms of this Agreement.
5.4 ADDITIONAL INFORMATION. Each Transferring Fund will assist its
respective Acquiring Fund in obtaining such information as the Acquiring Fund
reasonably requests concerning the beneficial ownership of the Transferring
Fund's shares.
5.5 FURTHER ACTION. Subject to the provisions of this Agreement, each
Acquiring Fund and its respective Transferring 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 consummate and make effective the transactions
contemplated by this Agreement, including any actions required to be taken after
the Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but
in any case within sixty days after the applicable Closing Date, each
Transferring Fund shall furnish its respective Acquiring Fund, in such form as
is reasonably satisfactory to the Acquiring Fund, a statement of the earnings
and profits of the Transferring Fund for federal income tax purposes that will
be carried
over by the Acquiring Fund as a result of Section 381 of the Code, and which
will be reviewed by Xxxxx XxXxxxx, Ltd. and certified by the CCMI's Treasurer.
5.7 PREPARATION OF FORM N-14 REGISTRATION STATEMENT. The Trust will
prepare and file with the Commission a registration statement on Form N-14 (the
"Registration Statement"), under the 1933 Act, relating to the Acquiring Fund
Shares, which, without limitation, shall include a proxy statement of each
Transferring Fund and the prospectus of each Acquiring Fund relating to the
transaction contemplated by this Agreement (the "Prospectus/Proxy Statement").
The Registration Statement shall be in compliance with the 1933 Act, the 1934
Act and the 1940 Act. Each Transferring Fund will provide its respective
Acquiring Fund with the materials and information necessary to prepare the
Prospectus/Proxy Statement for inclusion in the Registration Statement in
connection with the meeting of the Transferring Funds Shareholders to consider
the approval of this Agreement and the transactions contemplated herein.
5.8 INDEMNIFICATION.
(a) The Trust will assume all liabilities and obligations of CCMI
relating to any obligation of CCMI to indemnify its current and former Trustees
and officers, acting in their capacities as such, to the fullest extent
permitted by law and CCMI's Declaration of Trust, as in effect as of the date of
this Agreement. Without limiting the foregoing, the Trust agrees that all rights
to indemnification and all limitations of liability existing in favor of the
current and former Trustees and officers, acting in their capacities as such,
under the CCMI's Declaration of Trust as in effect as of the date of this
Agreement shall survive the Reorganization and shall continue in full force and
effect, without any amendment thereto, and shall constitute rights that may be
asserted against the Trust, its successors or assigns.
(b) Each Acquiring Fund agrees to indemnify and hold harmless its
respective Transferring Fund and each of the Transferring Fund's Trustees and
officers from and against any and all losses, claims, damages, liabilities or
expenses (including, without limitation, the payment of reasonable legal fees
and reasonable costs of investigation) to which the Transferring Fund or any of
its Trustees or officers may become subject, insofar as any such loss, claim,
damage, liability or expense (or actions with respect thereto) arises out of or
is based on any breach by the Acquiring Fund of any of its representations,
warranties, covenants or agreements set forth in this Agreement.
(c) Each Transferring Fund agrees to indemnify and hold harmless its
respective Acquiring Fund and each of the Acquiring Fund's Trustees and officers
from and against any and all losses, claims, damages, liabilities or expenses
(including, without limitation, the payment of reasonable legal fees and
reasonable costs of investigation) to which the Acquiring Fund or any of its
Trustees or officers may become subject, insofar as any such loss, claim damage
liability or expense (or actions with respect thereto) arises out of or is based
on any breach by the Transferring Fund of any of its representations,
warranties, covenants or agreements set forth in this Agreement.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH TRANSFERRING FUND
The obligations of each Transferring Fund to consummate the
transactions provided for herein shall be subject, at its election, to the
performance by its respective Acquiring Fund of all the obligations to be
performed by it pursuant to this Agreement on or before the Closing Date, and,
in addition, subject to the following conditions:
6.1 All representations, covenants, 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 as of the Closing Date, with the same force
and effect as if made on and as of that Closing Date. Each Acquiring Fund shall
have delivered to its respective Transferring Fund a certificate executed in the
Acquiring Fund's name by the Trust's President or Vice President and its
Treasurer or Assistant Treasurer, in form and
substance satisfactory to the Transferring Fund and dated as of the Closing
Date, to such effect and as to such other matters as the Transferring Fund shall
reasonably request.
6.2 The Transferring Funds shall have received on the Closing Date an
opinion from Xxxxxx, Xxxxx & Bockius LLP, counsel to the Trust, dated as of such
Closing Date, in a form reasonably satisfactory to the Transferring Funds,
covering the following points:
(a) The Trust is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts, and, to such counsel's knowledge, has the power to own all of its
properties and assets and to carry on its business as presently conducted.
(b) The Trust is registered as an investment company under the
1940 Act, and, to such counsel's knowledge, such registration with the
Commission is in full force and effect.
(c) This Agreement has been duly authorized, executed, and
delivered by the Trust on behalf of each Acquiring Fund and, assuming due
authorization, execution and delivery of this Agreement by the Transferring
Funds, is a valid and binding obligation of the Acquiring Funds enforceable
against each Acquiring Fund in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and other laws relating to or affecting creditors' rights generally
and to general equity principles.
(d) Assuming that a consideration of not less than the net
asset value of Acquiring Fund Shares has been paid, Acquiring Fund Shares to be
issued and delivered to each Transferring Fund on behalf of the Transferring
Fund Shareholders, as provided by this Agreement, are duly authorized and upon
such delivery will be legally issued and outstanding and fully paid and
non-assessable, and no shareholder of an Acquiring Fund has any preemptive
rights with respect to Acquiring Fund Shares.
(e) The Registration Statement has been declared effective by
the Commission and to such counsel's knowledge, no stop order under the 1933 Act
pertaining thereto has been issued, and to the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental authority
of the United States or the Commonwealth of Massachusetts is required for
consummation by the Acquiring Funds of the transactions contemplated herein,
except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act,
and as may be required under state securities laws. The registration statement
on Form N/A for the trust, including the post effective amendment to add the
North Carolina Tax-Exempt Bond Fund, has been declared effective by the
Commission.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated herein will not, result in a
violation of the Trust's Agreement and Declaration of Trust or By-Laws or any
provision of any material agreement, indenture, instrument, contract, lease or
other undertaking (in each case known to such counsel) to which an Acquiring
Fund is a party or by which an Acquiring Fund or any of its properties may be
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 an Acquiring Fund is a party or by which it is bound.
(g) In the ordinary course of such counsel's representation of
the Acquiring Funds, and without having made any investigation, such counsel
does not know of any legal or governmental proceedings (only insofar as they
relate to an Acquiring Fund) existing on or before the effective date of the
Registration Statement or the Closing Date that are required to be described in
the Registration Statement or to be filed as exhibits to the Registration
Statement that are not described or filed as required.
(h) To the knowledge of such counsel no consent, approval,
authorization or order of any court or governmental authority of the United
States or the Commonwealth of Massachusetts is required for consummation by a
Transferring Fund of the transactions contemplated herein, except as have been
obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be
required under state securities laws.
(i) In the ordinary course of such counsel's representation of
the Acquiring Funds, and without having made any investigation, and except as
otherwise disclosed, such counsel is not aware of any litigation or
administrative proceeding of or before any court or governmental body that is
presently pending or threatened as to an Acquiring Fund or any of its properties
or assets. In the ordinary course of such counsel's representation of the
Acquiring Funds, and without having made any investigation, to the knowledge of
such counsel, the Acquiring Funds are not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
that materially and adversely affects the Acquiring Funds' business, other than
as previously disclosed in the Registration Statement.
In this paragraph 6.2, references to the Prospectus/Proxy Statement
include and relate to only the text of such Prospectus/Proxy Statement and not
to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
6.3 As of the Closing Date with respect to the Reorganization of the
Transferring Fund, there shall have been no material change in the investment
objective, policies and restrictions nor any material change in the investment
management fees, fee levels payable pursuant to the 12b-1 plan of distribution,
other fees payable for services provided to each Acquiring Fund, fee waiver or
expense reimbursement undertakings, or sales loads of the Acquiring Funds from
those fee amounts, undertakings and sales load amounts of the Acquiring Fund
described in the Prospectus/Proxy Statement.
6.4 For the period beginning at the Closing Date and ending not less
than three years thereafter, the Trust, its successor or assigns shall provide,
or cause to be provided, liability coverage at least as comparable to the
liability coverage currently applicable to both former and current Trustees and
officers of CCMI, covering the actions of such Trustees and officers of CCMI for
the period they served as such.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND
The obligations of each Acquiring Fund to consummate the transactions
provided for herein shall be subject, at their election, to the performance by
each corresponding Transferring Fund of all the obligations to be performed by
the Transferring Fund pursuant to this Agreement, on or before the Closing Date
and, in addition, shall be subject to the following conditions:
7.1 All representations, covenants, and warranties of a Transferring
Fund contained in this Agreement shall be true and correct in all material
respects as of the date hereof and as of the Closing Date, with the same force
and effect as if made on and as of such Closing Date. Each Transferring Fund
shall have delivered to its respective Acquiring Fund on such Closing Date a
certificate executed in the Transferring Fund's name by CCMI's President or Vice
President and the Treasurer or Assistant Treasurer, in form and substance
satisfactory to the Acquiring Fund and dated as of such Closing Date, to such
effect and as to such other matters as the Acquiring Fund shall reasonably
request.
7.2 The Transferring Fund shall have delivered to its respective
Acquiring Fund a statement of the Transferring Fund's assets and liabilities,
together with a list of the selling Fund's portfolio securities showing the tax
costs of such securities by lot and the holding periods of such securities, as
of the Closing Date, certified by the Treasurer of CCMI.
7.3 The Acquiring Fund shall have received on the Closing Date an
opinion of Xxxxxxxx Xxxx LLP, counsel to each Transferring Fund, dated as of
such Closing Date in a form satisfactory to the Acquiring Fund covering the
following points:
(a) CCMI is a business trust duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts, and,
to such counsel's knowledge, has the power to own all of its properties and
assets and to carry on its business as presently conducted.
(b) CCMI is registered as an investment company under the 1940
Act, and, to such counsel's knowledge, such registration with the Commission is
in full force and effect.
(c) This Agreement has been duly authorized, executed and
delivered by CCMI on behalf of each Transferring Fund and, assuming due
authorization, execution and delivery of this Agreement by the Trust on behalf
of each Acquiring Fund is a valid and binding obligation of the Transferring
Fund enforceable against the Transferring Fund in accordance with its terms,
subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
(d) Assuming that a consideration of not less than the net
asset value of Transferring Fund shares has been paid, and assuming that such
shares were issued in accordance with the terms of each Transferring Fund's
registration statement, or any amendment thereto, in effect at the time of such
issuance, and assuming that all such shares were duly authorized by appropriate
action of the CCMI's Board of Trustees, all issued and outstanding shares of the
Transferring Fund are legally issued and fully paid and non-assessable.
(e) To the knowledge of such counsel no consent, approval,
authorization or order of any court or governmental authority of the United
States or the Commonwealth of Massachusetts is required for consummation by a
Transferring Fund of the transactions contemplated herein, except as have been
obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be
required under state securities laws.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of the CCMI's Declaration of Trust or By-laws, or any provision of any
material agreement, indenture, instrument, contract, lease or other undertaking
(in each case known to such counsel) to which a Transferring Fund is a party or
by which it or any of its properties may be 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 Transferring Fund
is a party or by which it is bound.
(g) In the ordinary course of such counsel's representation of
the Transferring Funds, and without having made any investigation, such counsel
does not know of any legal or governmental proceedings (insofar as they relate
to a Transferring Fund) existing on or before the date of mailing of the
Prospectus/Proxy Statement and the Closing Date that are required to be
described in the Prospectus/Proxy Statement or to be filed as an exhibit to the
Registration Statement that are not described or filed as required.
(h) In the ordinary course of such counsel's representation of
the Transferring Funds, and without having made any investigation, and except as
otherwise disclosed, such counsel in not aware of any litigation or
administrative proceeding of or before any court or governmental body that is
presently pending or threatened as to a Transferring Fund or any of its
respective properties or assets. In the ordinary course of such counsel's
representation of the Transferring Funds, and without having made any
investigation, to the knowledge of such counsel, no Transferring Fund is a party
to or subject to the provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects the Transferring Fund's
business other than as previously disclosed in the Prospectus/Proxy Statement.
In this paragraph 7.3, references to the Prospectus/Proxy Statement
include and relate to only the text of such Prospectus/Proxy Statement and not
to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH
ACQUIRING FUND AND TRANSFERRING FUND
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to each Transferring Fund or its respective Acquiring
Fund, the other party to this Agreement shall, at its option, not be required to
consummate the transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein, with
respect to each Transferring Fund, shall have been approved by the requisite
vote of the holders of the outstanding shares of the respective Transferring
Fund in accordance with Massachusetts law and the provisions of CCMI's
Declaration of Trust and By-Laws. Certified copies of the resolutions evidencing
such approval shall have been delivered to the respective Acquiring Fund.
Notwithstanding anything herein to the contrary, neither an Acquiring Fund nor a
Transferring Fund may waive the conditions set forth in this paragraph 8.1.
8.2 On the Closing Date, the Commission shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act, or instituted any
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action,
suit or other proceeding shall be threatened or 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 herein.
8.3 All required consents of other parties and all other consents,
orders, and permits of federal, state and local regulatory authorities
(including those of the Commission and of state blue sky securities authorities,
including any necessary "no-action" positions and exemptive orders from such
federal and state authorities) to permit consummation of the transactions
contemplated herein shall have been obtained, except where failure to obtain any
such consent, order, or permit would not involve a risk of a material adverse
effect on the assets or properties of an Acquiring Fund or a Transferring Fund,
provided that either party hereto may waive any such conditions for itself.
8.4 The Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have been
issued. To the best knowledge of the parties to this Agreement, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act. The registration statement on
Form N-1A for the Trust, including the post effective amendment to add the North
Carolina Tax-Exempt Bond Fund, has been declared effective by the Commission.
8.5 Each Transferring Fund shall have declared and paid a dividend or
dividends, which, together with all previous such dividends, shall have the
effect of distributing to its shareholders all of the Transferring Fund's net
investment company taxable income for all taxable periods ending 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 all taxable periods ending on or
prior to such Closing Date (after reduction for any capital loss carry forward).
8.6 The parties shall have received a favorable opinion of Xxxxxx,
Xxxxx & Bockius LLP addressed to each Acquiring Fund and Transferring Fund
substantially to the effect that for federal income tax purposes with respect to
each Transferring Fund:
(a) The transfer of all of the Transferring Fund's assets in
exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of
the liabilities of the Transferring Fund (followed by the distribution of
Acquiring Fund Shares to the Transferring Fund Shareholders and the termination
of the Transferring Fund) will constitute a "reorganization" within the meaning
of Section 368(a) of the Code and the Acquiring Fund and the Transferring 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 Acquiring Fund
upon the receipt of the assets of the Transferring Fund solely in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the
liabilities of the Transferring Fund.
(c) No gain or loss will be recognized by the Transferring
Fund upon the transfer of the Transferring Fund's assets to the Acquiring Fund
in exchange for Acquiring Fund Shares and the
assumption by the Acquiring Fund of the liabilities of the Transferring Fund or
upon the distribution (whether actual or constructive) of Acquiring Fund Shares
to Transferring Fund Shareholders in exchange for such shareholders' shares of
the Transferring Fund.
(d) No gain or loss will be recognized by the Transferring
Fund Shareholders upon the exchange of their Transferring Fund shares for
Acquiring Fund Shares in the Reorganization.
(e) The aggregate tax basis for Acquiring Fund Shares received
by each Transferring Fund Shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Transferring Fund shares exchanged
therefor by such shareholder. The holding period of Acquiring Fund Shares to be
received by each Transferring Fund Shareholder will include the period during
which the Transferring Fund shares exchanged therefore were held by such
shareholder, provided the Transferring Fund shares are held as capital assets at
the time of the Reorganization.
(f) The tax basis of the Transferring Fund's assets acquired
by the Acquiring Fund will be the same as the tax basis of such assets to the
Transferring Fund immediately prior to the Reorganization. The holding period of
the assets of the Transferring Fund in the hands of the Acquiring Fund will
include the period during which those assets were held by the Transferring Fund.
(g) The Acquiring Fund will succeed to and take into account
the items of the Transferring 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 applicable regulations thereunder.
Such opinion shall be based on customary assumptions and such
representations as Xxxxxx, Xxxxx & Xxxxxxx LLP may reasonably request, and each
Transferring Fund and Acquiring Fund will cooperate to make and certify the
accuracy of such representations. Notwithstanding anything herein to the
contrary, neither an Acquiring Fund nor a Transferring Fund may waive the
conditions set forth in this paragraph 8.6.
ARTICLE IX
EXPENSES
9.1 Except as otherwise provided for herein, Trusco Capital Management,
Inc., or an affiliate thereof, shall bear all expenses of the transactions
contemplated by this Agreement. Such expenses include, without limitation: (a)
expenses associated with the preparation and filing of the Registration
Statement/Proxy Statement on Form N-14 under the 1933 Act covering Acquiring
Fund Shares to be issued pursuant to the provisions of this Agreement; (b)
postage; (c) printing; (d) accounting fees; (e) legal fees; (f) solicitation
costs of the transactions and (g) the cost of winding up, liquidating and
deregistering CCMI. Trusco shall remain liable for expenses in the event this
Agreement is terminated pursuant to paragraph 11.1.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL
10.1 The Trust, on behalf of each Acquiring Fund, and CCMI, on behalf
of each Transferring Fund, agrees that neither party has made to the other party
any representation, warranty and/or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.
10.2 The representation, warranties, and covenants contained in this
Agreement or in any document delivered pursuant to or in connection with this
Agreement, shall survive the consummation of the transactions contemplated
hereunder. The covenants to be performed after the Closing Date, and the
obligations of each of the Acquiring Funds, shall continue in effect beyond the
consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Trust and CCMI. In addition, either the Trust or CCMI may at its option
terminate this Agreement at or prior to either Closing Date due to:
(a) a breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to the Closing Date, if
not cured within 30 days;
(b) a condition herein expressed to be precedent to the
obligations of the terminating party that has not been met and it reasonably
appears that it will not or cannot be met; or
(c) a determination by the party's Board of Trustees, as
appropriate, that the consummation of the transactions contemplated herein is
not in the best interest of the party, and to give notice to the other party
hereto.
11.2 In the event of any such termination, in the absence of willful
default, there shall be no liability for damages on the part of either an
Acquiring Fund, a Transferring Fund, the Trust, CCMI, the respective Trustees or
officers, to the other party or its Trustees or officers, but paragraph 9.1
shall continue to apply.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
each Transferring Fund and Acquiring Fund; provided, however, that following the
meeting of the Transferring Fund Shareholders called by a Transferring Fund
pursuant to paragraph 5.2 of this Agreement, no such amendment may have the
effect of changing the provisions to the detriment of such shareholders.
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 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.
13.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without giving effect to the
conflicts of laws provisions thereof.
13.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but, except as provided in
this paragraph, 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.
13.5 It is expressly agreed that the obligations of each Acquiring Fund
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Acquiring Fund, as provided in the Agreement and
Declaration of Trust of the Trust. The execution and delivery of this Agreement
have been authorized by the Trustees of the Trust on behalf of each Acquiring
Fund and signed by authorized officers of the Trust, acting as such. Such
authorization by such Trustees and such execution and delivery by such officers
shall not be deemed to have been made by any of them individually or to impose
any liability on any of them personally, but shall bind only the trust property
of each Acquiring Fund as provided in the Trust's Agreement and Declaration of
Trust.
13.6 It is expressly agreed that the obligations of each Acquired Fund
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Acquired Fund, as provided in the Agreement and
Declaration of Trust of the CCMI Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of CCMI on behalf of each
Acquired Fund and signed by authorized officers of CCMI, acting as such. Such
authorization by such Trustees and such execution and delivery by such officers
shall not be deemed to have been made by any of them individually or to impose
any liability on any of them personally, but shall bind only the trust property
of each Acquiring Fund as provided in CCMI's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all
as of the date first written above.
STI CLASSIC FUNDS
By:___________________________________
Name: [Insert Name]
Title: [Insert Title]
CCMI FUNDS
By:___________________________________
Name: [Insert Name]
Title: [Insert Title]
