EXHIBIT 4
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
this ___th day of May, 1999, between Kobren Conservative Allocation Fund (the
"Acquired Fund") and Kobren Moderate Growth Fund (the "Acquiring Fund"), each of
which is a series of Kobren Insight Funds, a Massachusetts business trust (the
"Trust").
1. Plan of Reorganization and Liquidation
(a) The Acquired Fund shall assign, sell, convey, transfer and deliver to the
Acquiring Fund at the Closing provided for in Section 2 (the "Closing") all of
its then existing assets of every kind and nature. In consideration therefor,
the Acquiring Fund agrees that at the Closing (i) the Acquiring Fund shall
assume all of the Acquired Fund's obligations and liabilities then existing,
whether absolute, accrued, contingent or otherwise, including all unpaid fees
and expenses of the Acquired Fund in connection with the transactions
contemplated hereby and (ii) the Acquiring Fund shall issue and deliver to the
Acquired full and fractional shares of beneficial interest of the Acquiring Fund
(the "Acquiring Fund Shares") that have an aggregate net asset value equal to
the value of the assets transferred to the Acquiring Fund by the Acquired Fund,
less the liabilities of Acquired Fund assumed by Acquiring Fund.
(b) Upon consummation of the transactions described in paragraph
(a) of this Section 1, the Acquired Fund shall distribute in
complete liquidation pro rata to its shareholders of record as
of the Closing Date the Acquiring Fund Shares received by the
Acquired Fund. This distribution shall be accomplished by
establishing an account on the share record books of the
Acquiring Fund in the name of each shareholder an amount of
full and fractional Acquiring Fund Shares equal to the amount
of shares of the Acquired Fund owned of record by the
shareholder at the Closing Date.
(c) As promptly as practicable after the above liquidation of the
Acquired Fund, the legal existence of the Acquired Fund shall
be terminated.
2. Closing and Closing Date. The Closing shall occur as of the close of business
on May ___, 1999 or at such other time and date as the parties may mutually
agree (the "Closing Date").
3. Conditions Precedent. The obligations of the Acquired Fund and the Acquiring
Fund to effect the transactions contemplated hereunder (the "Reorganization")
shall be subject to the satisfaction of each of the following conditions:
Kobren Insight Funds
May 7, 1999
Page 1
(a) All such filings shall have been made with, and all such
authorizations and orders shall have been received from, the
Securities and Exchange Commission (the "SEC") and state
securities commissions as may be necessary to permit the
parties to carry out the transactions contemplated by this
Agreement.
(b) Each party shall have received an opinion of counsel substantially to the
effect that for federal income tax purposes: (1) the acquisition of the assets
of the Acquired Fund by the Acquiring Fund in exchange for Acquiring Fund's
assumption of Acquired Fund's liabilities and Acquiring Fund's issuance of
Acquiring Fund Shares to the Acquired Fund, the distribution of such Acquiring
Fund Shares to the shareholders of the Acquired Fund in complete liquidation of
the Acquired Fund, and the termination of the Acquired Fund will constitute a
"reorganization" within the meaning of Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the Acquiring Fund and the Acquired
Fund will each be "a party to a reorganization" within the meaning of Section
368(b) of the Code; (2) no gain or loss will be recognized by the Acquired Fund
upon the transfer of all of its assets to the Acquiring Fund solely in exchange
for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund and the distribution by the Acquired Fund of
such Acquiring Fund Shares to the shareholders of the Acquired Fund; (3) no gain
or loss will be recognized by the Acquiring Fund upon the receipt of all of the
assets of the Acquired Fund in exchange solely for Acquiring Fund Shares and the
assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (4)
the tax basis of the Acquiring Fund in the assets received from the Acquired
Fund will be the same as the tax basis of such assets in the hands of the
Acquired Fund immediately prior to the transfer of such assets to the Acquiring
Fund; (5) the Acquiring Fund's tax holding period for the assets acquired from
the Acquired Fund will include, in each instance, the Acquired Fund's tax
holding period for those assets; (6) no gain or loss will be recognized by the
Acquired Fund's shareholders upon the exchange of their shares of the Acquired
Fund solely for Acquiring Fund Shares as part of the reorganization; (7) the tax
basis of the Acquiring Fund Shares received by the Acquired Fund's shareholders
in the transaction will be, for each shareholder, the same as the tax basis of
the shares of the Acquired Fund exchanged therefor; and (8) the tax holding
period of the Acquiring Fund Shares received by the Acquired Fund's shareholders
will include, for each shareholder, the shareholder's tax holding period for the
shares of the Acquired Fund surrendered in exchange therefor, provided that the
surrendered shares were held as capital assets in the hands of the Acquired
Fund's shareholders on the date of the exchange. The opinion may cover any
additional matters deemed material by such counsel. At any time prior to the
Closing, any of the foregoing conditions may be waived by the Trustees of the
Trust if in their judgment, the waiver will not have a material adverse effect
on the interests of the shareholders of the Acquired Fund or Acquiring Fund.
4. Amendment. This Agreement may be amended at any time by action of the
Trustees of the Trust, provided that no amendment shall have a material adverse
effect on the interests of the shareholders of the Acquired Fund or Acquiring
Fund.
5. Termination. The Trustees of the Trust may terminate this Agreement and
abandon the Reorganization at any time prior to the Closing, if circumstances
should develop that, in their judgment, make proceeding with the Reorganization
inadvisable.
This Agreement shall be executed in any number of counterparts each of which
shall be deemed to be an original, but all counterparts together shall
constitute only one instrument.
IN WITNESS WHEREOF the parties have hereunto caused this Agreement to
be executed and delivered by their duly authorized officers as of the day and
year first above written.
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KOBREN INSIGHT FUNDS on behalf of
Kobren Conservative Allocation Fund
Attest: _____________________
By: By: ___________________________
Its: Secretary Name:
Its:
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KOBREN INSIGHT FUNDS on behalf of
Kobren Moderate Growth Fund
Attest: _____________________ By: ___________________________
By: Name:
Its: Secretary Its:
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