ITEM 77Q1(g) - COPIES OF ANY MERGER OR CONSOLIDATION AGREEMENT
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated June 16, 2003 (the
"Agreement"), by and between VISION Group of Funds, a Delaware statutory
trust
(the "VISION Trust"), on behalf of its portfolios listed on Annex A and
identified as an "Acquiring Fund" and, together, the "Acquiring Funds", and
on
behalf of its portfolios listed on Annex A and identified as an "Acquired
VISION Fund" and, together, the "Acquired VISION Funds"; and ARK Funds, a
Massachusetts business trust (the "ARK Trust"), on behalf of its portfolios
listed on Annex A and identified as an "Acquired ARK Fund" and, together,
the
"Acquired ARK Funds".
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇ Internal Revenue Code of 1986, as amended (the "Code"). The
reorganizations (each a "Reorganization") will consist of: (i) the transfer
of
all of the assets of each Acquired VISION Fund and each Acquired ARK Fund
(each an "Acquired Fund" and, together, the "Acquired Funds") in exchange
for,
as applicable, Class A Shares, Class B Shares, Class C Shares, Institutional
I
Shares or Institutional II Shares of beneficial interest of the
corresponding
Acquiring Fund ("Acquiring Fund Shares") as set forth on Schedule A
attached
hereto; (ii) the assumption by each Acquiring Fund of the liabilities
of each
corresponding Acquired Fund; and (iii) the distribution, after the Closing
Date hereinafter referred to, of the Acquiring Fund Shares as provided herein,
all upon the terms and conditions hereinafter set forth in this Agreement.
WHEREAS, each Acquiring Fund and each Acquired VISION Fund is a separate
series of the VISION Trust and each Acquired ARK Fund is a separate series of
the ARK Trust; the VISION Trust and the ARK Trust are each a registered open-
end management investment company; and each Acquired Fund owns securities in
which its corresponding Acquiring Fund is permitted to invest;
WHEREAS, each Acquiring Fund and each Acquired Fund is authorized to
issue its shares of beneficial interest;
WHEREAS, the Board of Trustees, including a majority of the Trustees
who
are not "interested persons" (as defined under the Investment Company Act of
1940, as amended (the "1940 Act")), of the VISION Trust has determined that
the exchange of all of the assets of each Acquired Fund for Acquiring Fund
Shares is in the best interests of the Acquiring Fund shareholders and the
Acquired VISION Fund shareholders and that the interests of the existing
shareholders of each Acquiring Fund and each Acquired VISION Fund would not
be
diluted as a result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of the Trustees
who
are not "interested persons" (as defined under the 1940 Act), of the ARK Trust
has determined that the exchange of all of the assets of each Acquired ARK
Fund for Acquiring Fund Shares is in the best interests of the Acquired ARK
Fund shareholders and that the interests of the existing shareholders of the
Acquired ARK Funds would not be diluted as a result of this transaction;
NOW THEREFORE, in consideration of the premises and of the covenants
and
agreements hereinafter set forth, the parties agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUNDS IN EXCHANGE FOR ACQUIRING
FUND SHARES AND THE ASSUMPTION OF ACQUIRED FUNDS' LIABILITIES;
LIQUIDATION OF THE ACQUIRED FUNDS
1.1 Subject to the terms and conditions contained herein, each
Acquired Fund agrees to assign, transfer and convey to the corresponding
Acquiring Fund all of the assets of the Acquired Fund, including all
securities and cash, and each Acquiring Fund agrees in exchange therefor (i)
to deliver to the corresponding Acquired Fund the number of Acquiring Fund
Shares, including fractional Acquiring Fund Shares, determined as set forth in
paragraph 2.3 and (ii) to assume all of the liabilities of the corresponding
Acquired Fund, as set forth in paragraph 1.2. Such transactions shall take
place at the Closing (the "Closing") on the closing date (the "Closing Date")
provided for in paragraph 3.1. In lieu of delivering certificates for the
Acquiring Fund Shares, each Acquiring Fund shall credit the Acquiring Fund
Shares to the corresponding Acquired Fund's account on the stock record books
of the Acquiring Fund and shall deliver a confirmation thereof to the
corresponding Acquired Fund.
1.2 Each Acquired Fund will endeavor to discharge all of its
liabilities and obligations prior to the Closing Date. Notwithstanding the
foregoing, any liabilities not so discharged shall be assumed by the
corresponding Acquiring Fund, which assumed liabilities shall include all of
such Acquired Fund's liabilities, debts, obligations, and duties of whichever
kind or nature, whether absolute, accrued, contingent, or otherwise, whether
or not determinable at the Closing Date, and whether or not specifically
referred to in this Agreement.
1.3 Delivery of the assets of each Acquired Fund to be
transferred
shall be made on the Closing Date and shall be delivered to State Street
Bank
and Trust Company, the VISION Trust's custodian (the "Custodian"), for the
account of the corresponding Acquiring Fund, together with proper
instructions
and all necessary documents to transfer such assets to the account of
such
Acquiring Fund, free and clear of all liens, encumbrances, rights,
restrictions and claims. All cash delivered shall be in the form of
currency and immediately available funds payable to the order of the Custodian
for the
account of the applicable Acquiring Fund.
1.4 Each Acquired Fund will pay or cause to be paid to the
corresponding Acquiring Fund any dividends or interest received on or after
the Closing Date with respect to assets transferred to such Acquiring Fund
hereunder. Each Acquired Fund will transfer to the corresponding Acquiring
Fund any distributions, rights or other assets received by such Acquired Fund
after the Closing Date as distributions on or with respect to the securities
transferred. Such assets shall be deemed included in assets transferred to the
applicable Acquiring Fund on the Closing Date and shall not be separately
valued.
1.5 As soon after the Closing Date as is conveniently practicable,
each Acquired Fund will liquidate and distribute pro rata to such Acquired
Fund's shareholders of record, determined as of the close of business on the
Closing Date (the "Acquired Fund Shareholders"), the Acquiring Fund Shares
received by such Acquired Fund pursuant to paragraph 1.1. Such liquidation and
distribution will be accomplished by the transfer of the Acquiring Fund Shares
then credited to the account of such Acquired Fund on the books of the
Acquiring Fund to open accounts on the share record books of the Acquiring
Fund in the names of the Acquired Fund Shareholders and representing the
respective pro rata number of the Acquiring Fund Shares due such shareholders.
All issued and outstanding shares of the Acquired Fund will simultaneously be
canceled on the books of the Acquired Fund. Share certificates representing
interests in the Acquired Fund will represent a number of Acquiring Fund
Shares after the Closing Date as determined in accordance with Section 2.3.
The Acquiring Fund shall not issue certificates representing the Acquiring
Fund Shares in connection with such exchange. After the Closing Date, the
Acquired Fund shall not conduct any business except in connection with its
termination.
1.6 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 in the manner described in such Acquiring Fund's current prospectus and
statement of additional information.
1.7 Any transfer taxes payable upon issuance of Acquiring Fund Shares
in a name other than the registered holder of the Acquired Fund shares on the
books of the Acquired 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 issued and transferred.
1.8 Any reporting responsibility of each Acquired Fund is and shall
remain the responsibility of the Acquired Fund up to and including the Closing
Date and such later dates, with respect to liquidation and termination of the
Acquired Fund, on which the Acquired Fund is liquidated and terminated.
2. VALUATION
2.1 The value of an Acquired Fund's net assets to be acquired by its
corresponding Acquiring Fund hereunder shall be the value of such assets
computed as of the close of regular trading on the New York Stock Exchange
(normally 4:00 p.m., Eastern time) on the Closing Date except for ARK money
market funds which shall use 5:00 p.m. Eastern time (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in such Acquired Fund's then-current prospectus or statement of
additional information. Each Acquiring Fund and Acquired Fund agrees to use
all commercially reasonable efforts to resolve any material 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 corresponding
Acquired Fund. Where a pricing difference results from a difference in pricing
methodology, the parties will eliminate such difference by using the Acquiring
Fund's methodology in valuing the Acquired Fund's assets.
2.2 The net asset value of an Acquiring Fund Share shall be the net
asset value per share computed as of the close of regular trading on the New
York Stock Exchange (normally 4:00 p.m. Eastern time) on the Valuation Date,
using the valuation procedures set forth in such Acquiring Fund's then-current
prospectus or statement of additional information.
2.3 The number of Acquiring Fund Shares (including fractional shares,
if any to be rounded to the third decimal place) to be issued by each
Acquiring Fund in exchange for the corresponding Acquired Fund's net assets
shall be determined as follows, using the same valuation procedures referred
to in paragraph 2.1 (when valuing net assets of an Acquired Fund) and
paragraph 2.2 (when valuing net assets of an Acquiring Fund): (i) for each
Reorganization designated as an "(F)" Reorganization on Annex A, the number of
Acquiring Fund Shares of each class shall equal the number of full and
fractional Acquired Fund Shares of the corresponding class set forth on Annex
A outstanding on the Closing Date, so that the net asset value per share of
each class of the Acquired Fund becomes the net asset value per share of each
class of the Acquiring Fund; and (ii) for each Reorganization designated as a
"(C)" Reorganization on Annex A, the number of Acquiring Fund Shares to be
issued shall be determined by dividing the aggregate net asset value of each
class of the Acquired Fund Shares by the net asset value per share of the
corresponding class of the Acquiring Fund Shares.
2.4 All computations of value shall be made in accordance with the
regular practices of each Acquiring Fund.
3. CLOSING AND CLOSING DATES
3.1 The Closing shall occur in two steps. There will be a closing on
or about August 15, 2003 for the Reorganizations identified in Annex A hereto
as closing on such date, and a separate closing on or about August 22, 2003
for the Reorganizations identified in Annex A as closing that date, or such
later date(s) as the parties may mutually agree (collectively, the "Closing
Date"). All acts taking place at the Closing Date shall be deemed to take
place simultaneously as of the close of business on the Closing Date unless
otherwise provided. The Closing shall be held at 5:00 p.m. (Eastern time) at
the offices of Federated Services Company, Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or such other time and/or place as the parties may
mutually agree.
3.2 If on the Valuation Date (a) the primary trading market for
portfolio securities of an Acquiring Fund or an Acquired Fund shall be closed
to trading or trading thereon shall be restricted; (b) or trading or the
reporting of trading shall be disrupted so that accurate appraisal of the
value of the net assets of an Acquiring Fund or an Acquired 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.
3.3 Allfirst Trust Company, N.A., as transfer agent for each of the
Acquired ARK Funds, and Federated Services Company, as transfer agent for each
of the Acquired VISION Funds, shall deliver at the Closing a certificate of an
authorized officer stating that its records contain the names and addresses of
the respective Acquired 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 a
confirmation evidencing the Acquiring Fund Shares to be credited on the
Closing Date to the Secretary of the corresponding Acquired Fund, or provide
evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares
have been credited to the Acquired 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, assumption agreements, share certificates,
if any, receipts or other documents as such other party or its counsel may
reasonably request.
4. REPRESENTATIONS AND WARRANTIES
4.1 The VISION Trust, on behalf of itself and each Acquired VISION
Fund, and the ARK Trust, on behalf of itself and each Acquired ARK Fund (the
VISION Trust and the ARK Trust each referred to in this paragraph 4.1 as the
"Selling Trusts"), respectively, represents and warrants to the VISION Trust,
on behalf of each respective Acquiring Fund, as follows:
(a) Selling Trust is a business or statutory trust duly
organized, validly existing and in good standing under the laws of the State
of its organization and has the power to own all of its properties and assets
and to carry out this Agreement.
(b) Selling Trust is registered under the 1940 Act, as an
open-
end, management investment company, and such registration has not been revoked
or rescinded and is in full force and effect.
(c) Selling Trust is not, and the execution, delivery and
performance of this Agreement will not result, in material violation of its
trust instruments ("Trust Instruments") or By-Laws or of any agreement,
indenture, instrument, contract, lease or other undertaking to which an
Acquired Fund is a party or by which it is bound or 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.
(d) The Acquired Fund has no material contracts or other
commitments outstanding (other than this Agreement) which will result in
liability to it after the Closing Date.
(e) No litigation or administrative proceeding or
investigation
of or before any court or governmental body is currently pending or to its
knowledge threatened against the Acquired Fund or any of its properties or
assets which, if adversely determined, would materially and adversely affect
its financial condition or the conduct of its business. The Acquired Fund
knows of no facts which might form the basis for the institution of such
proceedings, and 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
herein contemplated.
(f) The current prospectus and statement of additional
information of the Acquired Fund conform in all material respects to the
applicable requirements of the Securities act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder and do 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.
(g) The statements of assets and liabilities, including
portfolios of investments, of the Acquired Fund at April 30, 2002 and 2001,
and the related statements of operations, statements of changes in net assets
and financial highlights for the years then ended, have been audited by Ernst
& Young LLP (with respect to the Acquired VISION Fund), and KPMG LLP (with
respect to the Acquired ARK Fund), independent accountants. Such audited
statements, together with the unaudited statement of assets and liabilities,
including portfolios of investments, of the Acquired Fund at October 31, 2002,
and the related statement of operations, statement of changes in net assets
and financial highlights for the six months then ended, have been prepared in
accordance with generally accepted accounting principles, consistently
applied, and such statements (copies of which have been furnished to the
Acquiring Fund) fairly reflect the financial condition of the Acquired Fund as
of such dates, and there are no known contingent liabilities of the Acquired
Fund as of such dates not disclosed therein.
(h) Since October 31, 2002, 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 maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund.
(i) At 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
shall have been filed, and all Federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof, and to
the best of the Acquired Fund's knowledge no such return is currently under
audit and no assessment has been asserted with respect to such returns.
(j) For each fiscal year of its operation, the Acquired Fund has
met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company.
(k) 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. All of the issued and outstanding shares of the
Acquired Fund will, at the time of the Closing, be held by the persons and in
the amounts set forth in the records of the transfer agent as provided in
paragraph 3.3. The Acquired Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of the Acquired Fund
shares, nor is there outstanding any security convertible into any of the
Acquired Fund shares.
(l) On the Closing Date, the Acquired Fund will have full right,
power and authority to sell, assign, transfer and deliver the assets to be
transferred by it hereunder.
(m) The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on the part of the Trustees
of the Acquired Fund, and this Agreement will constitute the valid and legally
binding obligation of the Acquired Fund enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating to or
affecting creditors' rights generally and court decisions with respect
thereto, and to general principles of equity and the discretion of the court
(regardless of whether the enforceability is considered in a proceeding in
equity or at law).
(n) The prospectus/proxy statement of the Acquired Fund (the
"Prospectus/Proxy Statement") to be included in the Registration Statement
referred to in paragraph 5.5 (other than information therein that relates to
the Acquiring Fund) will, on the effective date of the Registration Statement
and on the Closing Date, not contain any untrue statement of a material factor
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which such
statements were made, not misleading.
(o) Manufacturers and Traders Trust Company ("M&T Bank") has
agreed to assume (either on its own or jointly with parties other than the
VISION Trust or the ARK Trust) the expenses of the Reorganization, including
accountants' fees, legal fees, transfer taxes (if any), the fees of banks and
transfer agents and the costs of preparing, printing, copying and mailing
proxy solicitation materials to the Acquiring Fund's shareholders and the
costs of holding the Special Meeting of Shareholders. Registration fees will
be borne by the VISION Trust on an as-incurred basis.
(p) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, 1934 Act, or the 1940 Act for the
execution or performance of this Agreement by the VISION Trust, on behalf of
each Acquired VISION Fund, or the ARK Trust, on behalf of each Acquired ARK
Fund except for (a) the filing with the SEC of the Registration Statement and
(b) such consents, approvals, authorizations, and filings as have been made or
received or as may be required subsequent to the Closing.
4.2 The VISION Trust, on behalf of each Acquiring Fund, represents and
warrants to the ARK Trust, on behalf of each Acquired ARK Fund, and the VISION
Trust, with respect to each Acquired VISION Fund, as follows:
(a) The VISION Trust is a statutory trust duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the power to carry on its business as it is now being conducted and to
carry out this Agreement. Each Acquiring Fund is a duly established and
designated series of the VISION Trust. At the Closing Date, each Acquiring
Fund identified as a "shell" portfolio in Section II or Section III of Annex A
shall have no shares or other securities outstanding.
(b) The VISION Trust is registered under the 1940 Act as an
open-end, management investment company, and such registration has not been
revoked or rescinded and 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 of the Commission thereunder and do 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.
(d) The VISION Trust is not, and the execution, delivery and
performance of this Agreement will not, result in material violation of its
Trust Instruments or By-Laws or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Acquiring Fund is a party or
by which it is bound or 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.
(e) No litigation or administrative proceeding or investigation
of or before any court or governmental body is currently 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 or the conduct of its business. The Acquiring Fund
knows of no facts which might form the basis for the institution of such
proceedings, and 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 herein.
(f) The statements of assets and liabilities, including
portfolios of investments, of the Acquiring Fund at April 30, 2002 and 2001,
and the related statements of operations, statements of changes in net assets
and financial highlights for the years then ended, have been audited by Ernst
& Young LLP, independent auditors. Such audited statements, together with the
unaudited statement of assets and liabilities, including portfolios of
investments, of the Acquiring Fund at October 31, 2002, and the related
statements of operations, statements of changes in net assets and financial
highlights for the six months then ended, have been prepared in accordance
with generally accepted accounting principles, consistently applied, and such
statements (copies of which have been furnished to the Acquired Fund) fairly
reflect the financial condition of the Acquiring Fund as of such date and
there are no known contingent liabilities of the Acquiring Fund as of such
dates not disclosed therein.
(g) Since October 31, 2002, 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 any indebtedness, except
as otherwise disclosed to and accepted by the Acquired Fund.
(h) At the Closing Date, all Federal and other tax returns and
reports of the Acquiring Fund required by law then to be filed shall have been
filed, and all Federal and other taxes shown as due on said returns and
reports shall have been paid or provision shall have been made for the payment
thereof.
(i) For each fiscal year of its operation, the Acquiring Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company. Each Acquiring Fund listed in
Parts I and II of Annex A, will meet the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company for its
initial fiscal year.
(j) All Acquiring Fund Shares are, and at the Closing Date will
be, duly and validly issued and outstanding, fully paid and non-assessable.
The Acquiring Fund does not have outstanding any options, warrants or other
right to subscribe for or purchase any of the Acquiring Fund Shares, nor is
there outstanding any security convertible into any Acquiring Fund Shares.
(k) The execution, delivery and performance of this Agreement
has been duly authorized prior to the Closing Date by all necessary action, if
any, on the part of the VISION Trust's Trustees, and this Agreement will
constitute the valid and legally binding obligation of the Acquiring Fund
enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and to general principles of equity and the
discretion of the court (regardless of whether the enforceability is
considered in a proceeding in equity or at law).
(l) The Prospectus/Proxy Statement to be included in the
Registration Statement (only insofar as it relates to the Acquiring Fund)
will, on the effective date of the Registration Statement and on the Closing
Date, not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which such statements
were made, not misleading.
(m) M & T Bank has agreed to assume (either on its own or
jointly with parties other than the VISION Trust or the ARK Trust) the
expenses of the Reorganization including accountants' fees, legal fees,
transfer taxes (if any), the fees of banks and transfer agents and the costs
of preparing, printing, copying and mailing proxy solicitation materials to
the Acquired Fund's shareholders and the costs of holding the Special Meeting
of Shareholders. Registration fees will be borne by the VISION Trust on an as-
incurred basis.
(n) No consideration other than Acquiring Fund Shares (and
Acquiring Fund's assumption of liabilities) will be issued in exchange for the
assets of the Acquired Fund in the Reorganization.
(o) No governmental consents, approvals, authorizations or
filings are required under the Securities Act of (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934 Act"), or the 1940 Act for the
execution or performance of this Agreement by the VISION Trust, on behalf of
each Acquiring Fund, except for (a) the filing with the SEC of the
Registration Statement and (b) such consents, approvals, authorizations, and
filings as have been made or received or as may be required subsequent to the
Closing.
5. COVENANTS OF EACH ACQUIRING FUND AND EACH ACQUIRED FUND
5.1 Each Acquiring Fund and each Acquired Fund 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
customary dividends and distributions.
5.2 The ARK Trust will call a meeting of the Acquired ARK Fund
shareholders to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
The VISION Trust will call a meeting of the Acquired VISION Fund shareholders
to consider and act upon this Agreement and to take all other action necessary
to obtain approval of the transactions contemplated therein.
5.3 Subject to the provisions of this Agreement, each Acquiring Fund
and the corresponding Acquired 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.
5.4 As promptly as practicable, but in any case within sixty days
after the Closing Date, each Acquired Fund shall furnish the corresponding
Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring
Fund, a statement of the earnings and profits of such Acquired Fund for
Federal income tax purposes which will be carried over to the corresponding
Acquiring Fund as a result of Section 381 of the Code and which will be
certified by such Acquired Fund's President and its Treasurer.
5.5 Each Acquired Fund will provide the corresponding Acquiring Fund
with information reasonably necessary for the preparation of a
Prospectus/Proxy Statement, referred to in paragraph 4.1(n), all to be
included in a Registration Statement on Form N-14 of the Acquiring Fund (the
"Registration Statement"), in compliance with the 1933 Act, the Securities
Exchange act of 1934, as amended, and the 1940 Act in connection with the
meetings of the Acquired Fund Shareholders to consider approval of this
Agreement and the transactions contemplated herein.
5.6 Each Acquiring Fund agrees to use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940 Act and
such of the state Blue Sky or securities laws as it may deem appropriate in
order to continue its operations after the Closing Date.
5.7 On or before the Valuation Date, each Acquired Fund which is to be
acquired in a "(C)" Reorganization shall have declared and paid a dividend
or dividends, with a record date and ex-dividend date on or before the
Valuation Date, which, together with all previous dividends, shall have the
effect of distributing to its shareholders all of its investment company
taxable income (computed without regard to any deduction for dividends paid),
if any, for the taxable periods or years ended on or before April 30, 2003 and
for the period from said date to and including the Closing Date and all of its
net capital gain realized (after reduction for any capital loss carry forward)
if any, plus the excess of its interest income, if any, excludible from gross
income under Section 103(a) of the Code over its deductions disallowed under
Sections 265 and 171(a)(2) of the Code in taxable periods or years ended on or
before April 30, 2003 and in the period from said date to and including the
Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND.
The obligations of each Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by
the corresponding Acquired Fund of all the obligations to be performed by it
hereunder on or before the Closing Date and, in addition thereto, the
following conditions:
6.1 All representations and warranties of such Acquired Fund contained
in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
6.2 Each Acquired Fund shall have delivered to the corresponding
Acquiring Fund a statement of the Acquired Fund's assets, together with a list
of the Acquired 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 the Acquired Fund.
6.3 Each Acquired Fund shall have delivered to the corresponding
Acquiring Fund on the Closing Date 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, 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 as to such other
matters as the Acquiring Fund shall reasonably request.
6.4 The VISION Trust shall have received on the Closing Date an
opinion of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the ARK Trust, covering each
Acquired ARK Fund, dated as of the Closing Date, in a form reasonably
satisfactory to the VISION Trust, covering the following points:
(a) The ARK Trust is a business trust validly existing under the
laws of the Commonwealth of Massachusetts and has the power to own all of its
properties and assets and to carry on its business as described in the ARK
Trust's current Registration Statement on Form N-1A.
(b) The ARK Trust is registered as an investment company under
the 1940 Act. To such counsel's knowledge, no order has been issued or
proceeding instituted to suspend such registration.
(c) This Agreement has been duly authorized, executed and
delivered by the ARK Trust on behalf of each Acquired ARK Fund and is a valid
and binding obligation of the Acquired ARK Fund, enforceable against the
Acquired ARK Fund in accordance with its terms, subject to the effect of
bankruptcy, insolvency, fraudulent transfer, reorganization, receivership,
moratorium and other laws affecting the rights and remedies of creditors
generally, and general principles of equity (regardless of whether considered
in a proceeding in equity or at law.
(d) Assuming that a consideration of not less than the net asset
value of Acquired Fund Shares has been paid, and assuming that such shares
were issued in accordance with the terms of each Acquired Fund's registration
statement in effect at the time of such issuance, all issued and outstanding
shares of the Acquired Fund are legally issued and fully paid and non-
assessable, and no shareholder of an Acquired Fund has any preemptive rights
with respect to the Acquired Fund's shares.
(e) 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 an Acquired ARK Fund of the
transactions contemplated herein, other than as may be required under the 1933
Act, the 1934 Act and the 1940 Act, which have been obtained, or under the
securities or blue sky laws of the Commonwealth of Massachusetts, as to which
we express no opinion.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, violate the
ARK Trust's Trust Instrument or By Laws, or breach or constitute a default
under the express terms of any agreement or instrument set forth in a
certificate of ▇▇▇▇▇▇ ▇. Rus, Secretary of ARK Trust, listing all agreements
and instruments of the ARK Trust of which he has knowledge, or result in the
acceleration of (or entitle any party to accelerate) the maturity of any
obligation of the Acquired ARK Fund under any such agreement or instrument
with respect to the express terms thereof, or result in a violation of any
existing obligation of the Acquired ARK Fund under the express terms of any
court order which, to the knowledge of such counsel without investigation,
names the Acquired ARK Fund and is specifically directed to it or its
property.
In rendering the foregoing opinion, ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may (1) rely,
if necessary, as to matters governed by the laws of the State of Delaware, on
an opinion of competent Delaware counsel, (2) make assumptions regarding the
authenticity, genuineness, and/or conformity of documents and copies thereof
without independent verification thereof, (3) limit such opinion to applicable
federal and state law, (4) define "knowledge" and related terms to mean the
knowledge of attorneys then with such counsel who have devoted substantive
attention to matters directly related to this Agreement and the Reorganization
and (5) assume the due authorization, execution and delivery of this Agreement
to the VISION Trust, on behalf of each Acquiring Fund.
6.5 Each Acquiring Fund shall have received on the Closing Date a
copy, addressed to each Acquiring Fund, of the officers' certificate furnished
by ARK Trust to ▇▇▇▇ ▇▇▇▇▇ LLP for the purpose of enabling ▇▇▇▇ ▇▇▇▇▇ LLP to
deliver the tax opinion referred to in paragraph 8.5, which officers'
certificate shall contain representations necessary to support tax opinions
for each form of "Reorganizations," within the meaning of Section 368(a) of
the Code, contemplated by this agreement.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND.
The obligations of each Acquired Fund to consummate the transactions
provided herein shall be subject, at its election, to the performance by the
corresponding Acquiring Fund of all the obligations to be performed by it
hereunder on or before the Closing Date and, in addition thereto, the
following conditions:
7.1 All representations and warranties of each Acquiring Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
7.2 Each Acquiring Fund shall have delivered to the corresponding
Acquired Fund on the Closing Date 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, 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 as to such other
matters as the Acquired Fund shall reasonably request.
7.3 Each Acquired Fund shall have received on the Closing Date an
opinion of ▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the VISION Trust, dated as of such
Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering
the following points:
(a) The VISION Trust is a statutory trust, validly existing
under the laws of the State of Delaware and has the power to own all of its
properties and assets and to carry on its business as described in the VISION
Trust's current Registration Statement on Form N-1A.
(b) The VISION Trust is registered as an open-end management
investment company under the 1940 Act. To such counsel's knowledge, no order
has been issued or proceeding instituted to suspend such registration.
(c) This Agreement has been duly authorized, executed, and
delivered by the VISION Trust on behalf of each Acquiring Fund and is a valid
and binding obligation of the Acquiring Fund, enforceable against each
Acquiring Fund in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, receivership, moratorium, and
other laws affecting the rights and remedies of creditors generally, and
general principles of equity regardless of whether considered in a proceeding
in equity or at law.
(d) Assuming that the Acquiring Fund Shares have been issued in
accordance with the terms of this Agreement, Acquiring Fund Shares to be
issued and delivered to each Acquired Fund on behalf of the Acquired 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. No consent, approval, authorization or
order of any court or governmental authority of the United States or the State
of Delaware is required for consummation by the Acquiring Fund of the
transactions contemplated herein, other than as may be required under the 1933
Act, the 1934 Act and the 1940 Act, which have been obtained, or under the
securities or blue sky laws of any state, as to which we express no opinion.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated herein will not, violate the
VISION Trust's Trust Instrument or By-Laws or breach or constitute a default
under the express terms of any agreement or instrument known to such counsel,
or result in the acceleration of (or entitle any party to accelerate) any
obligation of the Acquiring Fund under any such agreement or instrument with
respect to the express terms thereof, or result in a violation of any existing
obligation of the Acquiring Fund under the express terms of one court order
which, to the knowledge of such counsel, without investigation, names the
Acquiring Fund and is specifically directed to it or its property.
In rendering the foregoing opinion, ▇▇▇▇ ▇▇▇▇▇ LLP may (1) rely, if necessary,
as to matters governed by the laws of the State of Delaware, on an opinion of
competent Delaware counsel, (2) make assumptions regarding the authenticity,
genuineness, and/or conformity of documents and copies thereof without
independent verification thereof, (3) limit such opinion to applicable federal
and state law, (4) define "knowledge" and related terms to mean the knowledge
of attorneys then with such counsel who have devoted substantive attention to
matters directly related to this Agreement and the Reorganization, and (5)
assume the due authorization, execution and delivery of this Agreement by the
ARK Trust on behalf of each Acquired ARK Fund.
7.4. Each Acquired Fund shall have received on the Closing Date
a copy, addressed to each Acquired Fund, of the officers' certificate furnished
by VISION Trust to ▇▇▇▇ ▇▇▇▇▇ LLP for the purpose of enabling ▇▇▇▇ ▇▇▇▇▇ LLP
to deliver the tax opinion referred to in paragraph 8.5, which officers'
certificate shall contain representations necessary to support tax opinions
for each form of "Reorganization," within the meaning of Section 368(a) of the
Code, contemplated by this Agreement.
7.5 VISION Trust (on behalf of and with respect to each Acquiring
Fund) shall have entered into and approved by all necessary shareholder and
board approval an advisory agreement, sub-advisory agreement, and other
agreements or plans necessary for each Acquiring Fund's operation as a series
of an open-end investment company. Each such agreement and plan shall have
been approved by VISION Trust's trustees and, to the extent required by law
(as interpreted by SEC staff positions), by such of those trustees who are not
"interested persons" (as defined in the 1940 Act) thereof.
8. FURTHER CONDITIONS PRECEDENT TO THE OBLIGATIONS OF EACH
ACQUIRING FUND AND THE ACQUIRED FUND.
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to each Acquired Fund or the corresponding 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 The Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares
of each Acquired Fund in accordance with the provisions of the Trust
Instrument of the applicable Selling Trust.
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 herein.
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 Commission and of state Blue Sky and securities authorities) deemed
necessary by the Acquiring Fund or the Acquired Fund to permit consummation,
in all material respects, of the transactions contemplated hereby 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 the Acquiring Fund or the Acquired Fund, provided that either
party hereto may for itself waive any of such conditions.
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 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 ▇▇▇▇ ▇▇▇.
8.5 The parties shall have received an opinion of ▇▇▇▇ ▇▇▇▇▇ LLP
substantially to the effect that for Federal income tax purposes with respect
to each Acquired Fund:
(a) The transfer of all of the Acquired Fund's assets in
exchange for the Acquiring Fund Shares and the assumption by the Acquiring
Fund of the liabilities of the Acquired Fund (followed by the distribution of
Acquiring Fund Shares to the Acquired Fund Shareholders in dissolution and
liquidation of the Acquired Fund) will constitute a "reorganization" within
the meaning of Section 368(a) of the Code and the Acquiring Fund and Acquired
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 Acquired Fund solely in exchange for
Acquiring Funds Shares, and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund.
(c) No gain or loss will be recognized by the Acquired Fund upon
the transfer of the Acquired 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 Acquired Fund or upon the distribution (whether actual or
constructive) of Acquiring Fund Shares to Acquired Fund Shareholders in
exchange for such shareholders' shares of the Acquired Fund.
(d) No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for Acquiring
Fund Shares in the Reorganization.
(e) The aggregate tax basis for Acquiring Fund Shares received
by each Acquired Fund Shareholder pursuant to the Reorganization will be the
same as the aggregate tax basis of the Acquired Fund shares exchanged therefor
by such shareholder. The holding period of Acquiring Fund Shares to be
received by each Acquired Fund Shareholder will include the period during
which the Acquired Fund shares exchanged therefor were held by such
shareholder, provided the Acquired Fund shares are held as capital assets at
the time of the Reorganization.
(f) The tax basis of the Acquired Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately before the Reorganization. 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.
9. TERMINATION OF AGREEMENT.
9.1 This Agreement and the transactions contemplated hereby with
respect to any Reorganization may be terminated and abandoned by resolution of
the Board of Trustees of the VISION Trust or ARK Trust at any time prior to
the Closing Date if circumstances should develop that, in the opinion of
either of the parties' Board of Trustees, make proceeding with the Agreement
with respect to such Reorganization inadvisable. Termination of this
Agreement pursuant to this Section 9.1 with respect to any one or more
Reorganizations shall not affect the status under this Agreement of the
Reorganizations not so terminated, except as follows: in those cases where
more than one Acquired Fund is a party to a Reorganization, that
Reorganization will not be consummated unless each Acquired Fund approves such
Reorganization.
9.2 If this Agreement is terminated and the exchange contemplated
hereby is abandoned pursuant to the provisions of this Section 9, this
Agreement shall become void and have no effect, without any liability on the
part of any party hereto or the trustees, officers or shareholders of the
VISION Trust or ARK Trust, in respect of this Agreement.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing conditions
may be waived by the Board of Trustees of the VISION Trust or ARK Trust, if,
in the judgment of either, such waiver will not have a material adverse effect
on the benefits intended under this Agreement to the shareholders of an
Acquiring Fund or of an Acquired Fund, as the case may be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or provided
for herein shall survive consummation of the transactions contemplated hereby.
11.2 This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and
merges and supersedes all prior discussions, agreements, and understandings of
every kind and nature between them relating to the subject matter hereof.
Neither party shall be bound by any condition, definition, warranty or
representation, other than as set forth or provided in this Agreement or as
may be set forth in a later writing signed by the party to be bound thereby.
11.3 This Agreement shall be governed and construed in accordance with
the internal laws of the State of Delaware, without giving effect to
principles of conflict of laws.
11.4 This Agreement may be executed in any number of counterparts,
each of which, when executed and delivered shall be deemed to be an original.
11.5 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 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.
11.6 It is expressly agreed that the obligations of each Acquiring
Fund and each Acquired VISION Fund hereunder shall not be binding upon any of
the VISION Trust Trustees, shareholders, nominees, officers, agents, or
employees of the VISION Trust personally, but shall bind only the trust
property of the Acquiring Fund or the Acquired VISION Fund, as the case
may be, as provided in the Trust Instrument of the VISION Trust. The execution
and delivery of this Agreement have been authorized by the Trustees of the
VISION Trust on behalf of each Acquiring Fund and each Acquired VISION Fund
and signed by authorized officers of the VISION Trust acting as such.
Neither the authorization by such Trustees nor the execution and delivery
by such officers shall 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, or each Acquired VISION Fund as the
case may be, as provided in the VISION Trust's Trust Instrument.
11.7 It is expressly agreed that the obligations of each ARK Selling
Fund hereunder shall not be binding upon any of the ARK Trust's Trustees,
shareholders, nominees, officers, agents, or employees of the ARK Trust
personally, but shall bind only the trust property of the Acquired Fund, as
provided in the Trust Instrument of the ARK Trust. The execution and delivery
of this Agreement have been authorized by the Trustees of the ARK Trust on
behalf of each Acquired Fund and signed by authorized officers of the ARK
Trust, acting as such. Neither the authorization by such Trustees nor the
execution and delivery by such officers shall 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 Acquired Fund as provided in
the ARK Trust's Trust Instrument.
11.8 The obligations of any Acquired Fund and any Acquiring Fund
hereunder shall be enforceable against the assets held with respect to such
Acquired Fund or Acquiring Fund only, and not against any other series of the
ARK Trust or the VISION Trust, as the case may be, or against the ARK Trust or
the VISION Trust generally. ARK Trust, acting on behalf of each Acquired
Fund, is in no way responsible for the obligations of, or the representations
and warranties made by the VISION Trust in this Agreement, acting on behalf of
each Acquired VISION Fund, and vice versa.
IN WITNESS WHEREOF, each of the Acquired Funds and the Acquiring Funds,
and with respect to Sections 4.1(o) and 4.2(m) hereof, M&T Asset Management, a
Department of Manufacturers and Traders Trust Company, has caused this
Agreement and Plan of Reorganization to be executed and attested on its behalf
by its duly authorized representatives as of the date first above written.
Acquired ARK Funds:
ARK FUNDS
on behalf of its Portfolios,
THE ACQUIRED ARK FUNDS
Attest:
/s/▇▇▇▇▇▇ ▇. Rus By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Secretary
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Acquiring Funds and Acquired VISION Funds:
VISION GROUP OF FUNDS
on behalf of its Portfolios,
THE ACQUIRING FUNDS AND
THE ACQUIRED VISION FUNDS
Attest:
/s/C. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Secretary
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
M&T ASSET MANAGEMENT,
A DEPARTMENT OF MANUFACTURERS
AND TRADERS TRUST COMPANY,
with respect to the Agreement described in
Sections 4.1 (o) and 4.2 (m) of the
Agreement
Attest:
/s/▇▇▇▇▇▇ ▇. Rus By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President/Chief
Investment Officer
ANNEX A TO THE AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY OF THE REORGANIZATIONS
(shareholders of each Acquired Fund
will receive shares of the class of the
operating Acquiring Fund or "shell"
Acquiring Fund [shell Acquiring Funds
are identified by an asterisk] opposite
their class)
I. FIRST CLOSING - EACH A "(C)" REORGANIZATION OF ONE OR MORE ARK PORTFOLIOS
INTO A VISION OPERATING FUND
Acquired Fund
Acquiring Fund
1. ARK International Equity
Portfolio
VISION International Equity Fund
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional Shares
ARK Emerging Markets Equity
Portfolio
VISION International Equity Fund
?Class A Shares
?Class A Shares
2. ARK U.S. Government Bond
Portfolio
VISION U.S. Government Bond Fund
(formerly VISION U.S. Government
Securities Fund)
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
3. ARK Short-Term Treasury
Portfolio
VISION Short Duration Government
Bond Fund (formerly VISION
Institutional Limited Duration
U.S. Government Fund)
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional Shares
4. ARK Money Market Portfolio
VISION Money Market Fund
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
?Institutional II Shares
?Institutional II Shares
ARK Prime Cash Management
Portfolio
VISION Money Market Fund
?Corporate Class
?Institutional I Shares
?Corporate II Class
?Institutional II Shares
?Corporate III Class
?Institutional II Shares
5. ARK U.S. Treasury Money Market
Portfolio
VISION U.S. Treasury Money Market
Fund (formerly VISION Treasury
Money Market Fund)
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
?Institutional II Shares
?Institutional II Shares
ARK U.S. Treasury Cash Management
Portfolio
VISION U.S. Treasury Money Market
Fund (formerly VISION Treasury
Money Market Fund)
? Corporate II Class
?Institutional II Shares
? Corporate III Class
?Institutional II Shares
II. FIRST CLOSING - EACH A "(F)" REORGANIZATION OF AN ARK PORTFOLIO INTO A
VISION "SHELL" FUND, FOLLOWED BY A "(C)" REORGANIZATION
Acquired Fund
Acquiring Fund
6. ARK Value Equity Portfolio+
VISION Large Cap Stock Fund*
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
ARK Blue Chip Equity Portfolio
VISION Large Cap Stock Fund
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
VISION Large Cap Core Fund
VISION Large Cap Stock Fund
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
7. ARK Pennsylvania Tax-Free
Portfolio+
VISION Pennsylvania Municipal
Bond Fund*
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
VISION Pennsylvania Municipal
Income
Fund
VISION Pennsylvania Municipal
Bond
Fund
?Class A Shares
?Class A Shares
8. ARK U.S. Government Money Market
Portfolio+
VISION U.S. Government Money
Market
Fund*
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
?Institutional II Shares
?Institutional II Shares
ARK U.S. Government Cash
Management Portfolio
VISION U.S. Government Money
Market
Fund
?Corporate II Shares
?Institutional II Shares
?Corporate III Shares
?Institutional II Shares
9. ARK Tax-Free Money Market
Portfolio+
VISION Tax-Free Money Market
Fund*
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
ARK Tax-Free Cash Management
Portfolio
VISION Tax-Free Money Market
Fund
?Corporate III Shares
?Institutional II Shares
10. ARK Social Issues Small-Cap
Equity
Portfolio
VISION Social Balanced
Fund*
?Institutional Shares
?Institutional I Shares
ARK Social Issues Capital Growth
Portfolio
VISION Social Balanced
Fund
?Institutional Shares
?Institutional I Shares
ARK Social Issues Blue Chip
Equity Portfolio
VISION Social Balanced Fund
?Institutional Shares
?Institutional I Shares
ARK Social Issues Intermediate
Fixed Income
Portfolio+
VISION Social Balanced
Fund
?Institutional Shares
?Institutional I Shares
11. ARK Intermediate Fixed Income
Portfolio+
VISION Intermediate-Term Bond
Fund*
?Institutional Shares
?Institutional I Shares
VISION Intermediate-Term Bond
Fund
VISION Intermediate-Term Bond
Fund
?Class A Shares
?Class A Shares
+This Acquired Fund's Reorganization with the
Acquiring Fund will occur
immediately prior to other
Reorganization(s) with such Acquiring Fund.
III. SECOND CLOSING - EACH A "(F)" REORGANIZATION OF AN ARK PORTFOLIO INTO A
VISION "SHELL"
Acquired Fund
Acquiring Fund
12. ARK Equity Index Portfolio
VISION Equity Index Fund*
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
13. ARK Equity Income Portfolio
VISION Equity Income Fund*
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
14. ARK Mid-Cap Equity Portfolio
VISION Mid Cap Growth Fund*
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
15. ARK Small-Cap Portfolio
VISION Small Cap Growth Fund*
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Class C Shares
?Class C Shares
?Institutional Shares
?Institutional I Shares
16. ARK Capital Growth Portfolio
VISION Multi Cap Growth Fund*
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
17. ARK Balanced Portfolio
VISION Balanced Fund*
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
18. ARK Income Portfolio
VISION Income Fund*
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
19. ARK Short-Term Bond Portfolio
VISION Short-Term Corporate Bond
Fund*
?Institutional Shares
?Institutional I Shares
20. ARK Maryland Tax-Free Portfolio
VISION Maryland Municipal Bond
Fund*
?Class A Shares
?Class A Shares
?Class B Shares
?Class B Shares
?Institutional Shares
?Institutional I Shares
21. ARK Pennsylvania Tax-Free Money
Market Portfolio
VISION Pennsylvania Tax-Free
Money
Market Fund*
?Class A Shares
?Class A Shares
?Institutional Shares
?Institutional I Shares
?Institutional II Shares
?Institutional II Shares
8
