AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (Agreement) made by and between each
Trust (Trust) listed in Appendix 1 and the Fund (Fund) listed opposite the name
of such Trust, as of the Agreement Date specified for such Trust and Fund in
Appendix 1.
1. Plan of Reorganization and Liquidation.
(a) The Trust shall transfer and deliver to the Fund at the closing
provided for in Section 2 (Closing) all of its then existing assets of
every kind and nature. The Fund shall at the Closing assume all of the
Trust's obligations and liabilities.
(b) At the Closing the Fund will issue to the Trust a number of shares of
the Fund equal to the number of Trust shares then outstanding. Such
Fund shares will be distributed pro rata to shareholders of the Trust
in complete liquidation. Open account share records and certificates
for shares of the Trust issued prior to the reorganization shall
represent outstanding shares of the Fund following the reorganization.
Certificates representing Fund Shares will be issued only if the
shareholder so requests and surrenders any outstanding certificates for
Trust shares.
(c) As promptly as practicable after the liquidation of the Trust, the
Trust's legal existence shall be terminated.
2. Closing and Closing Date. The Closing shall occur at 5:00 p.m. on the
closing date specified in Appendix 1, or at such later time and date as the
Fund and the Trust may mutually agree (Closing Date).
3. Conditions Precedent. The obligations of the Trust and the Fund to effect
the transactions contemplated by this Agreement shall be subject to the
satisfaction of each of the following conditions:
(a) All filings shall have been made with, and all authority and orders
shall have been received from, the Securities and Exchange Commission
(SEC) and state securities commissions as may be necessary in the
opinion of Ropes & Xxxx to permit the parties to carry out the
transactions contemplated by this Agreement;
(b) Each party shall have received an opinion of Ropes & Xxxx to the effect
that for federal income tax purposes: (i) no gain or loss will
be recognized by the Trust upon the transfer of its assets and
liabilities to the Fund; (ii)the tax basis of the assets of the Trust
in the hands of the Fund will be the same as the tax basis of such
assets in the hands of the Trust immediately prior to the transfer;
(iii) the holding period of the assets of the Trust transferred to the
Fund will include the period during which such assets were held by
the Trust;(iv) no gain or loss will be recognized by the Fund upon
the receipt of the assets of the Trust and the assumption by the Fund
of the liabilities and obligations of the Trust; (v) no gain or loss
will be recognized by the shareholders of the Trust upon
consummation of the reorganization; (vi) the basis of the shares of
the Fund credited to the shareholders of the Trust upon consummation
of the reorganization will be the same as the basis of the Trust
shares; and (vii) the holding period of shares of the Fund credited to
the shareholders of the Trust upon consummation of the reorganization
will include the holding period of the shares of the Trust,
provided that at the time of the consummation the shares of the
Trust were held as capital assets; and as to such other matters as it
may reasonably request;
(c) The reorganization contemplated by this Agreement shall have been
adopted and approved by the affirmative vote of a majority of
the outstanding shares of the Trust;
(d) The Fund shall have entered into Investment Advisory, Distributor's and
Service Contracts, an Amended and Restated Shareholders' Servicing
and Transfer Agent Agreement, and a Custodian Agreement in accordance
with the requirements of the Investment Company Act of 1940 (Act)
containing terms that are in substance the same as those contained in
the similar contracts currently in effect for the Trust, and such
contracts shall have been approved by the Trustees on behalf of the
Fund and, to the extent required by law, by the Trustees who are not "
interested persons" as defined in the Investment Company Act of 1940
and by Fund shareholders; and
(e) The Trustees who are not "interested persons" shall have selected
auditors for the Fund and such selection shall have been ratified by
Fund shareholders.
4. Waiver, Amendment or Termination. At any time before the Closing, the
Trustees of the Trust and of the trust of which the Fund is a series (Series
Trust) may (1) waive any of the conditions set forth in Section 3, (2) amend
this Agreement, or (3) terminate this Agreement, provided that, in the case of
any such waiver or amendment, the relevant Trustees shall have determined that
such action will not have a material adverse effect on the interest of the
shareholders of the Trust or the Fund.
5. Multiple Agreements. This instrument represents a separate agreement between
each Trust and the Fund listed opposite that Trust's name in Appendix 1; other
Trusts and Funds listed on Appendix 1 are not parties to the Agreement between
that Trust and that Fund.
6. Limitation of Liability of the Trustees and Shareholders. A copy of the
documents establishing the Trust and the Series Trust are on file with the
Secretary of State of The Commonwealth of Massachusetts. This Agreement is
executed by officers as officers and not as individuals and is not binding upon
any of the Trustees, officers or shareholders of the Trust, Series Trust or the
Fund individually but are binding only upon the assets of the Trust and the
Fund.
AGREED:
The Trust The Series Trust, on behalf of the Fund
By: XXXXXX X. XXXXX, Secretary By: XXXXXX X. XXXXX, Secretary
APPENDIX 1
Trust Fund Closing Date
Colonial Trust II
Colonial U.S. Government Trust Colonial U.S. Government Fund 2/14/92
Colonial Trust III
The Colonial Fund The Colonial Fund 2/14/92
Colonial Trust IV
Colonial Corporate Cash Trust I Colonial Utilities Fund 2/14/92
Colonial Tax-Exempt Money Colonial Tax-Exempt Money 2/14/92
Market Trust Market Fund
Agreement Date: January 24, 1992
By: XXXXXX X. XXXXX, Secretary on behalf of each Fund
By: XXXXXX X. XXXXX, Secretary for each Trust
AMENDMENT NO. 1 TO APPENDIX 1
Trust Fund Closing Date
Colonial Trust I
Colonial Income Trust Colonial Income Fund 5/1/92
Colonial Strategic Income Trust Colonial Strategic Income Fund 5/1/92
greement Date: April 24, 1992
By: XXXXXX X. XXXXX, Secretary on behalf of each Fund
By: XXXXXX X. XXXXX, Secretary for each Trust
AMENDMENT NO. 2 TO APPENDIX 1
Trust Fund Closing Date
Colonial Trust III
Colonial Government Securities
Plus Trust Colonial Federal Securities Fund 6/5/92
greement Date: June 5, 1992
By: XXXXXX X. XXXXX, Secretary on behalf of each Fund
By: XXXXXX X. XXXXX, Secretary for each Trust
AMENDMENT NO. 3 TO APPENDIX 1
Trust Fund Closing Date
Colonial Trust V
Colonial California Tax-Exempt Trust Colonial California Tax-Exempt Fund 8/3/92
Colonial Michigan Tax-Exempt Trust Colonial Michigan Tax-Exempt Fund 8/3/92
Colonial Minnesota Tax-Exempt Trust Colonial Minnesota Tax-Exempt Fund 8/3/92
Colonial New York Tax-Exempt Trust Colonial New York Tax-Exempt Fund 8/3/92
Colonial Ohio Tax-Exempt Trust Colonial Ohio Tax-Exempt Fund 8/3/92
Agreement Date: July 27, 1992
By: XXXXXX X. XXXXX, Secretary on behalf of each Fund
By: XXXXXX X. XXXXX, Secretary for each Trust
AMENDMENT NO. 4 TO APPENDIX 1
Trust Fund Closing Date
Colonial Trust VI
Colonial Small Stock Index Trust Colonial Small Stock Fund 11/2/92
Agreement Date: October 30, 1992
By: XXXXXX X. XXXXX, Secretary on behalf of each Fund
By: XXXXXX X. XXXXX, Secretary for each Trust
