Exhibit (4)
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of this
18th day of June, 2002, by and between Xxxxx Xxxxx Mutual Funds Trust, a
Massachusetts business trust ("Mutual Funds Trust"), on behalf of its series
Xxxxx Xxxxx Tax-Managed Young Shareholder Fund ("Young Shareholder Fund"), and
Mutual Funds Trust, on behalf of its series Xxxxx Xxxxx Tax-Managed Multi-Cap
Opportunity Fund ("Multi-Cap Opportunity Fund").
WITNESSETH:
WHEREAS, Mutual Funds Trust is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end management investment
company authorized to issue an unlimited number of shares of beneficial interest
without par value in one or more series (such as Young Shareholder and Multi-Cap
Opportunity Funds), and the Trustees of Mutual Funds Trust have divided the
shares of Young Shareholder Fund and Multi-Cap Opportunity Fund into multiple
classes, including Class A, Class B, Class C and Class D shares ("Young
Shareholder Fund Shares" and "Multi-Cap Opportunity Fund Shares");
WHEREAS, Young Shareholder Fund and Multi-Cap Opportunity Fund currently
invest all of their assets in Tax-Managed Multi-Cap Opportunity Portfolio (the
"Multi-Cap Opportunity Portfolio" or the "Portfolio"), a New York trust
registered under the 1940 Act as an open-end management investment company;
WHEREAS, Boston Management and Research, a wholly owned subsidiary of Xxxxx
Xxxxx Management, serves as investment adviser to the Multi-Cap Opportunity
Portfolio;
WHEREAS, Mutual Funds Trust desires to provide for the reorganization of
Young Shareholder Fund through the acquisition by Multi-Cap Opportunity Fund of
substantially all of the assets of Young Shareholder Fund in exchange for
Multi-Cap Opportunity Fund Shares in the manner set forth herein and Multi-Cap
Opportunity Fund's assumption of all of the liabilities of Young Shareholder
Fund; and
WHEREAS, it is intended that the reorganization described in this Agreement
shall be a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. DEFINITIONS
1.1 The term "1933 Act" shall mean the Securities Act of 1933, as amended.
1.2 The term "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
1.3 The term "Agreement" shall mean this Agreement and Plan of
Reorganization.
1.4 The term "Assumed Liabilities" shall mean all liabilities, expenses,
costs, charges and receivables of Young Shareholder Fund as of the
Close of Trading on the New York Stock Exchange on the Valuation Date.
Included therein for the Multi-Cap Opportunity Fund Class B, Class C
and Class D shall be the uncovered distribution charges under the
Young Shareholder Fund Class B, Class C and Class D Distribution
Plans, or, if lower, the amount of contingent deferred sales charges
that would be paid by all Young Shareholder Class B, Class C and Class
D shareholders if they redeemed on the Closing Date; such amount shall
be treated as uncovered distribution charges under the Multi-Cap
Opportunity Fund Class B, Class C and Class D Distribution Plans.
1.5 The term "Business Day" shall mean any day that is not a Saturday or
Sunday and that the New York Stock Exchange is open.
1.6 The term "Close of Trading on the NYSE" shall mean the close of
regular trading, which is usually 4:00 p.m. Eastern time.
1.7 The term "Closing" shall mean the closing of the transaction
contemplated by this Agreement.
1.8 The term "Closing Date" shall mean the first Monday following receipt
of all necessary regulatory approvals or such other date as may be
agreed by the parties on which the Closing is to take place.
1.9 The term "Commission" shall mean the Securities and Exchange
Commission.
1.10 The term "Custodian" shall mean Investors Bank & Trust Company.
1.11 The term "Delivery Date" shall mean the date contemplated by Section
3.3 of this Agreement.
1.12 The term "Information Statement" shall mean the combined prospectus
and information statement furnished to the Young Shareholder Fund
shareholders in connection with this transaction.
1.13 The term "Mutual Funds Trust N-1A" shall mean the registration
statement, as amended, on Form N-1A of Mutual Funds Trust with respect
to the Funds in effect on the date hereof or on the Closing Date, as
the context may require.
1.14 The term "Mutual Funds Trust N-14" shall mean Mutual Funds Trust's
registration statement on Form N-14, as may be amended, that describes
the transactions contemplated by this Agreement and registers the
Multi-Cap Opportunity Fund Shares to be issued in connection with the
transactions.
1.15 The term "NYSE" shall mean the New York Stock Exchange.
1.16 The term "Valuation Date" shall mean the Business Day preceding the
Closing Date.
2
2. TRANSFER AND EXCHANGE OF ASSETS
2.1 Transfer of Assets of Young Shareholder Fund. At the Closing, Mutual
Funds Trust shall transfer all of the assets of Young Shareholder Fund
and assign all Assumed Liabilities to Multi-Cap Opportunity Fund, and
Multi-Cap Opportunity Fund shall acquire such assets and shall assume
such Assumed Liabilities upon delivery by Multi-Cap Opportunity Fund
to Young Shareholder Fund on the Closing Date of Class A, Class B,
Class C and Class D Multi-Cap Opportunity Fund Shares (including, if
applicable, fractional shares) having an aggregate net asset value
equal to the value of the assets so transferred, assigned and
delivered, less the Assumed Liabilities, all determined and adjusted
as provided in Section 2.2. Upon delivery of the assets, Multi-Cap
Opportunity Fund will receive good and marketable title thereto free
and clear of all liens.
2.2 Computation of Net Asset Value. The net asset value per share of the
Multi-Cap Opportunity Fund Shares and the net value of the assets of
Young Shareholder Fund subject to this Agreement shall, in each case,
be determined as of the Close of Trading on the NYSE on the Valuation
Date, after the declaration and payment of any dividend on that date.
The net asset value of the Multi-Cap Opportunity Fund Shares shall be
computed in the manner set forth in the Mutual Funds Trust Form N-1A.
In determining the value of the assets transferred by Young
Shareholder Fund to Multi-Cap Opportunity Fund, such assets shall be
priced in accordance with the policies and procedures described in the
Mutual Funds Trust N-1A. All such computations shall be subject to
review, in the discretion of Mutual Funds Trust's Treasurer, by
Deloitte & Touche LLP, Mutual Funds Trust's auditors.
3. CLOSING DATE, VALUATION DATE AND DELIVERY
3.1 Closing Date. The Closing shall be at the offices of Xxxxx Xxxxx
Management, The Xxxxx Xxxxx Building, 000 Xxxxx Xxxxxx, Xxxxxx, XX
00000 immediately prior to the opening of Xxxxx Xxxxx'x business on
the Closing Date. All acts taking place at Closing shall be deemed to
take place simultaneously as of 9:00 a.m. Eastern time on the Closing
Date unless otherwise agreed in writing by the parties.
3.2 Valuation Date. Pursuant to Section 2.2, the net value of the assets
of Young Shareholder Fund and the net asset value per share of
Multi-Cap Opportunity Fund shall be determined as of the Close of
Trading on the NYSE on the Valuation Date, after the declaration and
payment of any dividend on that date. The stock transfer books of
Mutual Funds Trust with respect to Young Shareholder Fund will be
permanently closed, and sales of Young Shareholder Fund Shares shall
be suspended, as of the close of business of Mutual Funds Trust on the
Valuation Date. Redemption requests thereafter received by Mutual
Funds Trust with respect to Young Shareholder Fund shall be deemed to
be redemption requests for Multi-Cap Opportunity Fund Shares to be
distributed to shareholders of Young Shareholder Fund under this
Agreement provided that the transactions contemplated by this
Agreement are consummated.
In the event that trading on the NYSE or on another exchange or
market on which securities held by Multi-Cap Opportunity Portfolio
shall be disrupted on the Valuation Date so that, in the judgment of
the Trust, accurate appraisal of the net assets of Young Shareholder
Fund to be transferred hereunder or the assets of Multi-Cap
Opportunity Fund is impracticable, the Valuation Date shall be
3
postponed until the first Business Day after the day on which trading
on such exchange or in such market shall, in the judgment of the
Trust, have been resumed without disruption. In such event, the
Closing Date shall be postponed until one Business Day after the
Valuation Date.
3.3 Delivery of Assets. After the close of business on the Valuation Date,
Mutual Funds Trust shall issue instructions providing for the delivery
of all assets of Young Shareholder Fund to the Custodian to be held
for the account of Multi-Cap Opportunity Fund, effective as of the
Closing.
4. YOUNG SHAREHOLDER FUND DISTRIBUTIONS AND TERMINATION
As soon as reasonably practicable after the Closing Date, Mutual Funds
Trust shall pay or make provisions for the payment of the remaining debts
and taxes, if any, of Young Shareholder Fund and distribute all remaining
assets, if any, to shareholders of Young Shareholder Fund, and Young
Shareholder Fund shall thereafter be terminated under Massachusetts law.
At, or as soon as may be practicable following the Closing Date,
Mutual Funds Trust on behalf of Young Shareholder Fund shall distribute the
Class A, Class B, Class C and Class D Multi-Cap Opportunity Fund Shares it
received from the Multi-Cap Opportunity Fund to the shareholders of the
Young Shareholder Fund and shall instruct Multi-Cap Opportunity Fund as to
the amount of the pro rata interest of each of Young Shareholder Fund's
shareholders as of the close of business on the Valuation Date (such
shareholders to be certified as such by the transfer agent for Mutual Funds
Trust), to be registered on the books of Multi-Cap Opportunity Fund, in
full and fractional Multi-Cap Opportunity Fund Shares, in the name of each
such shareholder, and Multi-Cap Opportunity Fund agrees promptly to
transfer the Multi-Cap Opportunity Fund Shares then credited to the account
of Young Shareholder Fund on the books of Multi-Cap Opportunity Fund to
open accounts on the share records of Multi-Cap Opportunity Fund in the
names of Young Shareholder Fund shareholders in accordance with said
instruction. Each Young Shareholder Fund shareholder shall receive shares
of the class of Multi-Cap Opportunity Fund to the corresponding class of
Young Shareholder Fund held by such shareholder. All issued and outstanding
Young Shareholder Fund Shares shall thereupon be canceled on the books of
Mutual Funds Trust. Multi-Cap Opportunity Fund shall have no obligation to
inquire as to the correctness of any such instruction, but shall, in each
case, assume that such instruction is valid, proper and correct. As soon as
reasonably practicable, but in all events within six months after the
Closing Date, the status of Young Shareholder Fund as a designated series
of shares of Mutual Funds Trust shall be terminated, provided, however,
that such termination shall not be required if this reorganization is not
consummated.
5. LIABILITIES AND EXPENSES
Multi-Cap Opportunity Fund shall acquire all liabilities of Young
Shareholder Fund, whether known or unknown, or contingent or determined
existing as of the Closing Date. Mutual Funds Trust will discharge all
known liabilities of Young Shareholder Fund, so far as may be possible,
prior to the Closing Date. Young Shareholder Fund and Multi-Cap Opportunity
Fund shall bear their respective expenses, in connection with carrying out
this Agreement.
4
6. MULTI-CAP OPPORTUNITY PORTFOLIO'S REPRESENTATIONS AND WARRANTIES
The Multi-Cap Opportunity Portfolio hereby represents, warrants and
agrees as follows:
6.1 Legal Existence. The Portfolio is a trust duly organized and validly
existing under the laws of the State of New York.
6.2 Registration under 1940 Act. The Portfolio is duly registered with the
Commission as an open-end management investment company under the 1940
Act and such registration is in full force and effect.
6.3 Financial Statements. The statement of assets and liabilities,
schedule of portfolio investments and related statements of operations
and changes in net assets dated October 31, 2001 (audited) and April
30, 2002 (unaudited) fairly present the financial condition of the
Portfolio as of said date in conformity with generally accepted
accounting principles.
6.4 No Material Events. There are no legal, administrative or other
proceedings pending, or to its knowledge, threatened against the
Portfolio that would materially affect its financial condition.
6.5 Requisite Approvals. The execution and delivery of this Agreement and
the consummation of the transactions contemplated herein have been
authorized by the Portfolio's Board of Trustees by vote taken at a
meeting of such Board duly called and held on June 18, 2002.
6.6 No Material Violations. The Portfolio is not, and the execution,
delivery and performance of this Agreement will not result, in a
material violation of any provision of its Declaration of Trust or
By-Laws, as each may be amended, of the Portfolio or of any agreement,
indenture, instrument, contract, lease or other undertaking to which
it is a party or by which it is bound.
6.7 Taxes and Related Filings. Except where failure to do so would not
have a material adverse effect on the Portfolio, the Portfolio has
filed and will file or obtain valid extensions of filing dates for all
required federal, state and local tax returns and reports for all
taxable years through and including the taxable year ended October 31,
2001 and no such filings or reports are currently being audited or
contested by the Internal Revenue Service or state or local taxing
authority and all federal, state and local income, franchise,
property, sales, employment or other taxes or penalties payable have
been paid or will be paid, so far as due. The Portfolio is classified
as a partnership for federal tax purposes, has qualified as such for
each taxable year of its operations, and will qualify as such as of
the Closing Date.
6.8 Good and Marketable Title. On the Closing Date, the Portfolio will
have good and marketable title to its assets, free and clear of all
liens, mortgages, pledges, encumbrances, charges, claims and equities
whatsoever.
6.9 Books and Records. The Portfolio has maintained all records required
under Section 31 of the 1940 Act and rules thereunder.
5
7. MUTUAL FUNDS TRUST'S REPRESENTATIONS AND WARRANTIES
Mutual Funds Trust, on behalf of Young Shareholder and Multi-Cap
Opportunity Funds, hereby represents, warrants and agrees as follows:
7.1 Legal Existence. Mutual Funds Trust is a business trust duly organized
and validly existing under the laws of the Commonwealth of
Massachusetts. Each of Young Shareholder Fund and Multi-Cap
Opportunity Fund is a validly existing series of Mutual Funds Trust.
Mutual Funds Trust is authorized to issue an unlimited number of
shares of beneficial interest of Multi-Cap Opportunity Fund.
7.2 Registration under 1940 Act. Mutual Funds Trust is duly registered as
an open-end management investment company under the 1940 Act and such
registration is in full force and effect.
7.3 Financial Statements. The statement of assets and liabilities and the
schedule of portfolio investments and the related statements of
operations and changes in net assets of Young Shareholder Fund and
Multi-Cap Opportunity Fund dated October 31, 2001 (audited) and April
30, 2002 (unaudited), fairly present the financial condition of Young
Shareholder Fund and Multi-Cap Opportunity Fund as of said dates in
conformity with generally accepted accounting principles and there
have been no material adverse changes since the dates thereof.
7.4 No Contingent Liabilities. There are no known contingent liabilities
of Young Shareholder Fund or Multi-Cap Opportunity Fund not disclosed
and there are no legal, administrative or other proceedings pending,
or to the knowledge of Mutual Funds Trust threatened, against either
of Young Shareholder Fund or Multi-Cap Opportunity Fund that would
materially affect its financial condition.
7.5 Requisite Approvals. The execution and delivery of this Agreement and
the consummation of the transactions contemplated herein, have been
authorized by the Board of Trustees of Mutual Funds Trust by vote
taken at a meeting of such Board duly called and held on June 18,
2002. No approval of the shareholders of either Fund is required in
connection with this Agreement or the transactions contemplated
hereby. The Agreement has been executed and delivered by a duly
authorized officer of Mutual Funds Trust and is a valid and legally
binding obligation of each of Multi-Cap Opportunity Fund and Young
Shareholder Fund enforceable in accordance with its terms.
7.6 No Material Violations. Mutual Funds Trust is not, and the execution,
delivery and performance of this Agreement will not result, in a
material violation of any provision of its Declaration of Trust or
By-Laws, as each may be amended, of Mutual Funds Trust or of any
agreement, indenture, instrument, contract, lease or other undertaking
to which Mutual Funds Trust is a party or by which it is bound.
7.7 Taxes and Related Filings. Except where failure to do so would not
have a material adverse effect on Young Shareholder Fund or Multi-Cap
Opportunity Fund (i) each of Young Shareholder Fund and Multi-Cap
Opportunity Fund has filed or will file (or has obtained valid
extensions of filing dates for) all required federal, state and local
tax returns and reports for all taxable years through the taxable year
ended October 31, 2001 and no such filings are currently being audited
or contested by the Internal Revenue Service or state or local taxing
authority; and (ii) all federal, state and local income, franchise,
property, sales, employment or other taxes or penalties payable
pursuant to such returns have been paid or will be paid, so far as
6
due. Each of Young Shareholder Fund and Multi-Cap Opportunity Fund has
elected to be treated as a "regulated investment company" under
Section 851 and 852 of the Code, has qualified as such for each
taxable year of its operations and will qualify as such as of the
Closing Date.
7.8 Mutual Funds Trust N-1A Not Misleading. The Mutual Funds Trust N-1A
conforms on the date of the Agreement, and will conform on the Closing
Date, 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 does not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading.
8. CONDITIONS PRECEDENT TO CLOSING
The obligations of the parties hereto shall be conditioned on the
following:
8.1 Representations and Warranties. The representations and warranties of
the parties made herein will be true and correct as of the date of
this Agreement and on the Closing Date.
8.2 Pending or Threatened Proceedings. On the Closing Date, 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 Registration Statement. The Mutual Funds Trust N-14 shall have become
effective under the 1933 Act; no stop orders suspending the
effectiveness of such Mutual Funds Trust N-14 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 1933 Act. The Information
Statement has been delivered to each shareholder of record of Young
Shareholder's Fund as of September 3, 2002 in accordance with the
provisions of the 1934 Act and the rules thereunder.
8.4 Declaration of Dividend. Mutual Funds Trust shall have declared a
dividend or dividends, which, together with all previous such
dividends, shall have the effect of distributing to Young Shareholder
Fund shareholders all of Young Shareholder Fund's investment company
taxable income (as defined in Section 852 of the Code) (computed
without regard to any deduction for dividends paid) for the final
taxable period of Young Shareholder Fund, all of its net capital gain
realized in the final taxable period of Young Shareholder Fund (after
reduction for any capital loss carryforward) and all of the excess of
(i) its interest income excludable from gross income under Section
103(a) of the Code over (ii) its deductions disallowed under Sections
265 and 171(a)(2) of the Code for the final taxable period of Young
Shareholder Fund.
8.5 State Securities Laws. The parties shall have received all permits and
other authorizations necessary under state securities laws to
consummate the transactions contemplated herein.
8.6 Performance of Covenants. Each party shall have performed and complied
in all material respects with each of the agreements and covenants
required by this Agreement to be performed or complied with by each
such party prior to or at the Valuation Date and the Closing Date.
7
8.7 Due Diligence. Mutual Funds Trust shall have had reasonable
opportunity to have its officers and agents review the records of
Multi-Cap Opportunity Portfolio.
8.8 No Material Adverse Change. From the date of this Agreement, through
the Closing Date, there shall not have been:
(1) any change in the business, results of operations, assets or
financial condition or the manner of conducting the business of
Young Shareholder Fund or Multi-Cap Opportunity Fund (other than
changes in the ordinary course of its business, including,
without limitation, dividends and distributions in the ordinary
course and changes in the net asset value per share) which has
had a material adverse effect on such business, results of
operations, assets or financial condition, except in all
instances as set forth in the financial statements;
(2) any loss (whether or not covered by insurance) suffered by Young
Shareholder Fund or Multi-Cap Opportunity Fund materially and
adversely affecting Young Shareholder Fund or Multi-Cap
Opportunity Fund, other than depreciation of securities;
(3) issued by Mutual Funds Trust to any person any option to purchase
or other right to acquire shares of any class of Young
Shareholder Fund or Multi-Cap Opportunity Fund Shares (other than
in the ordinary course of Mutual Funds Trust's business as an
open-end management investment company);
(4) any indebtedness incurred by Multi-Cap Opportunity Portfolio for
borrowed money or any commitment to borrow money entered into by
Multi-Cap Opportunity Portfolio except as permitted in Mutual
Funds Trust N-1A and disclosed in financial statements required
to be provided under this Agreement;
(5) any amendment to the Declaration of Trust or By-Laws of Mutual
Funds Trust that will adversely affect the ability of Mutual
Funds Trust to comply with the terms of this Agreement; or
(6) any grant or imposition of any lien, claim, charge or encumbrance
upon any asset of Multi-Cap Opportunity Portfolio except as
provided in Mutual Funds Trust N-1A so long as it will not
prevent Mutual Funds Trust from complying with Section 7.8.
8.11 Lawful Sale of Shares. On the Closing Date, Multi-Cap Opportunity Fund
Shares to be issued pursuant to Section 2.1 of this Agreement will be
duly authorized, duly and validly issued and outstanding, and fully
paid and non-assessable by Mutual Funds Trust, and conform in all
substantial respects to the description thereof contained in the
Mutual Funds Trust N-14 and Information Statement furnished to the
Young Shareholder Fund shareholders, and the Multi-Cap Opportunity
Fund Shares to be issued pursuant to paragraph 2.1 of this Agreement
will be duly registered under the 1933 Act by the Mutual Funds Trust
N-14 and will be offered and sold in compliance with all applicable
state securities laws.
8.12 Documentation and Other Actions. Mutual Funds Trust shall have
executed such documents and shall have taken such other actions, if
any, as reasonable requested to fully effectuate the transactions
contemplated hereby.
8
9. ADDRESSES
All notices required or permitted to be given under this Agreement
shall be given in writing to Xxxxx Xxxxx Mutual Funds Trust, The Xxxxx
Xxxxx Building, 000 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (Attention: Chief Legal
Officer), or at such other place as shall be specified in written notice
given by either party to the other party to this Agreement and shall be
validly given if mailed by first-class mail, postage prepaid.
10. TERMINATION
This Agreement may be terminated by either party upon the giving of
written notice to the other, if any of the representations, warranties or
conditions specified in Section 6, 7 or 8 hereof have not been performed or
do not exist on or before December 31, 2002. In the event of termination of
this Agreement pursuant to this provision, neither party (nor its officers,
Trustees or shareholders) shall have any liability to the other.
11. MISCELLANEOUS
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts. Mutual Funds
Trust represents that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
Mutual Funds Trust represents that this Agreement constitutes the entire
agreement between the parties as to the subject matter hereof. The
representations, warranties and covenants contained in this Agreement or in
any document delivered pursuant hereto or in connection herewith shall not
survive the consummation of the transactions contemplated hereunder. The
section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. This Agreement shall be executed in any number of counterparts,
each of which shall be deemed an original. Whenever used herein, the use of
any gender shall include all genders. In the event that any provision of
this Agreement is unenforceable at law or in equity, the remainder of the
Agreement shall remain in full force and effect.
12. PUBLICITY
Any announcements or similar publicity with respect to this Agreement
or the transactions contemplated herein will be made at such time and in
such manner as Mutual Funds Trust shall determine.
13. AMENDMENTS
At any time (i) the parties hereto may, by written agreement and
without shareholder approval, amend any of the provisions of this
Agreement, and (ii) either party may waive without such approval any
default by the other party or the failure to satisfy any of the conditions
to its obligations (such waiver to be in writing). The failure of a party
hereto to enforce at any time any of the provisions of this Agreement shall
in no way be construed to be a waiver of any such provision, nor in any way
to affect the validity of this Agreement or any part hereof or the right of
any party thereafter to enforce each and every such provision. No waiver of
any breach of this Agreement shall be held to be a waiver of any other or
subsequent breach.
9
14. MASSACHUSETTS BUSINESS TRUST
References in this Agreement to Mutual Funds Trust mean and refer to
the Trustees, from time to time serving under its Declarations of Trust on
file with the Secretary of the Commonwealth of Massachusetts, as the same
may be amended from time to time, pursuant to which they conduct their
businesses. It is expressly agreed that the obligations of Mutual Funds
Trust hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the Trust
personally, but bind only the trust property of the Trust as provided in
said Declaration of Trust. The execution and delivery of this Agreement has
been authorized by the respective trustees and signed by an authorized
officer of Mutual Funds Trust, acting as such, and neither such
authorization by such trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them, but shall bind
only the trust property of the Trust as provided in such Declaration of
Trust. No series of Mutual Funds Trust shall be liable for the obligations
of any other series.
10
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and its seal affixed hereto by their officers thereunto duly
authorized, as of the day and year first above written.
ATTEST: XXXXX XXXXX MUTUAL FUNDS TRUST
(on behalf of Xxxxx Xxxxx Tax-Managed
Young Shareholder Fund)
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Secretary President
XXXXX XXXXX MUTUAL FUNDS TRUST
(on behalf of Xxxxx Xxxxx Tax-Managed
Multi-Cap Opportunity Fund)
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Secretary President
TAX-MANAGED MULTI-CAP OPPORTUNITY
PORTFOLIO
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Secretary President
(For purposes of Section 6 only)
11
