Common use of Incorporation; Reorganization Clause in Contracts

Incorporation; Reorganization. Subject to applicable federal and state law, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation under the laws of any jurisdiction or any other Company to take over all or a portion of the Trust property or all or a portion of the Trust property allocated or belonging to such Portfolio (or Class) or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Portfolio (or Class) to any such Company in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Company, or any Company in which the Trust or such Portfolio holds or is about to acquire shares or any other interest. Subject to applicable federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Portfolio (or Class) and any such Company. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more Companies and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organization or entities; provided, however, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 9.5, the Trust or any Portfolio (or Class) sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

Incorporation; Reorganization. Subject to applicable federal Federal and state law, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other Company trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Trust property or all or a portion of the Trust property allocated or belonging to such Portfolio (or Class) or Series to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Portfolio (or Class) Series to any such Company corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Companycorporation, trust, partnership, limited liability company, association, or organization, or any Company corporation, partnership, limited liability trust company, trust, association, or organization in which the Trust or such Portfolio Series holds or is about to acquire shares or any other interest. Subject to applicable federal Federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Portfolio (or Class) and any such Companycorporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees Trustee to organize or assist in organizing one or more Companies corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organization organizations or entities; provided, however, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 9.58, the Trust or any Portfolio (or Class) Series thereof sells, conveys, or transfers substantially all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

Incorporation; Reorganization. Subject to applicable federal and state lawWith the approval of the Shareholders, the Trustees may without the vote or consent of Shareholders cause --------- to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction jurisdiction, or any other Company trust, unit investment trust, partnership, association or other organization to take over all or a portion the assets of the Trust property or all or a portion of the Trust property allocated or belonging to such Portfolio (or Class) or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Portfolio (or Class) assets to any such Company corporation, trust, partnership, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Companycorporation, trust, partnership, association or any Company organization in which the Trust or such Portfolio holds or is about to acquire shares or any other interest. Subject to applicable federal and state lawSection 6 of this Article IX, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Portfolio (or Class) and any such Companycorporation, trust, partnership, association or other organization if and to the extent permitted by law. Nothing contained herein in this Section shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more Companies corporations, trusts, partnerships, associations or other organizations and selling, conveying, conveying or transferring the Trust property or a portion of the assets of the Trust property to such organization or entities; provided, however, that . With the Trustees shall provide written notice to the affected approval of Shareholders of any transaction whereby, pursuant to this Section 9.5series, the Trust Trustees may sell, lease or any Portfolio (exchange all of the assets allocated or Class) sells, conveysbelonging to that series, or transfers all cause to be organized or assist in organizing a portion corporation or corporations under the laws of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offersany other jurisdiction, or any other method approved by trust, unit investment trust, partnership, association or other organization, to take over all of the Trustees.assets allocated or belonging to that series and to sell, convey or transfer such assets to any such corporation, trust, unit investment trust, partnership, association, or other organization in exchange for the shares or securities thereof or otherwise. Applicable Law --------------

Incorporation; Reorganization. Subject to applicable federal Federal and state law, the Trustees may without the vote or consent of Shareholders Shareholders, with respect to the Trust or any Series or Class, cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other Company trust, partnership, association or other organization to take over all or a portion of the Trust property Property or all or a portion of the Trust property Property allocated or belonging to such Portfolio (Series or Class) Class or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property Property or the Trust property Property allocated or belonging to such Portfolio (Series or Class) Class to any such Company corporation, trust, partnership, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Companycorporation, trust, partnership, association or any Company organization in which the Trust or such Portfolio Series or Class holds or is about to acquire shares or any other interest. Subject to applicable federal and state law, the The Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Portfolio (or Class) and any such Companycorporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more Companies corporations, trusts, partnerships, associations or other organizations and selling, conveying, conveying or transferring the Trust property or a portion of the Trust property Property to such organization or entities; provided, however, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 9.5, the Trust or any Portfolio (or Class) sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder Shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.5 may effect any amendment to the governing instrument of the Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting trust in the merger or consolidation.

Incorporation; Reorganization. Subject to applicable federal Federal and state law, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation under the laws of any jurisdiction or any other Company to take over all or a portion of the Trust property or all or a portion of the Trust property allocated or belonging to such Portfolio (or Class) or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Portfolio (or Class) to any such Company in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Company, or any Company in which the Trust or such Portfolio holds or is about to acquire shares or any other interest. Subject to applicable federal Federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Portfolio (or Class) and any such Company. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more Companies and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organization or entities; providedPROVIDED, howeverHOWEVER, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 9.5, the Trust or any Portfolio (or Class) sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.