Plan of Exchange. a) Subject to the terms and conditions set forth herein, the Fund shall assign, transfer and convey its assets, including all securities and cash held by the Fund (subject to the liabilities of the Fund which shall be assumed by the Successor Fund) to the Successor Fund, and the Successor Fund shall acquire all of the assets of the Fund (subject as aforesaid to the liabilities of the Fund) in exchange for full and fractional shares of beneficial interest of the Successor Fund (the "Successor Fund Shares"), to be issued by the Federated Trust, in an aggregate number equal to the number of shares of the Fund then outstanding, and having an aggregate net asset value equal to the net assets of the Fund. The value of the assets of the Fund and the net asset value per share of the Successor Fund Shares shall be computed as of the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Successor Fund's assets set forth in the Successor Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Fund that forms a part of the Successor Fund's Registration Statement on Form N-1A (the "Registration Statement"). Successor Fund will not issue certificates representing Successor Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Fund Shares, the Federated Trust shall credit the Successor Fund Shares to the Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Fund. The Fund shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Fund. b) When the Successor Fund Shares are distributed pursuant to paragraph 1(a), all outstanding shares of the Fund, including any represented by certificates, shall be canceled on the Fund's share transfer books. No redemption or repurchase of Successor Fund Shares credited to a shareholder's account in respect of shares of the Fund represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto. c) Delivery of the assets of the Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "Custodian"), for the account of the Federated Trust and the Successor Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Fund. d) The Fund will pay or cause to be paid to the Federated Trust any interest received on or after the Exchange Date with respect to assets transferred from the Fund to the Successor Fund hereunder and any distributions, rights or other assets received by the Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Fund to the Successor Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Fund on the Exchange Date and shall not be separately valued. e) The Exchange Date shall be November 17, 2006, or such earlier or later date as may be mutually agreed upon by the parties. f) As soon as practicable after the Exchange Date, the Fund shall distribute all of the Successor Fund Shares received by it to the shareholders of the Fund in numbers equal to the number of shares that each such shareholder holds in the Fund, and shall take all other steps necessary to effect its dissolution and termination. After the Exchange Date, the Fund shall not conduct any business except in connection with its dissolution and termination.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Federated MDT Series), Agreement and Plan of Reorganization (Federated MDT Series), Agreement and Plan of Reorganization (Federated MDT Series)
Plan of Exchange. (a) Subject to the terms and conditions set forth herein, the Acquired Fund shall assign, transfer and convey its assets, including all securities and cash held by the Acquired Fund (subject to the liabilities of the Fund which shall be assumed by the Successor Fund) to the Successor Acquiring Fund, and the Successor Acquiring Fund shall acquire all of the assets of the Acquired Fund (subject as aforesaid to the liabilities of the Fund) in exchange for full and fractional shares of beneficial interest Class A, B and C Shares of the Successor Acquiring Fund (the "Successor Acquiring Fund Shares"), to be issued by the Federated TrustEquity Funds, in an aggregate number equal to the number of shares of the Fund then outstanding, and having an aggregate net asset value equal to the value of the net assets of the Acquired Fund. The value of the assets of the Acquired Fund and the net asset value per share of the Successor Acquiring Fund Shares shall be computed as of the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Successor Acquiring Fund's assets set forth in the Successor Acquiring Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Acquiring Fund that forms a part of the Successor Acquiring Fund's Registration Statement on Form N-1A (the "Registration Statement"). Successor Fund will not issue certificates representing Successor Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Acquiring Fund Shares, the Federated Trust Equity Funds shall credit the Successor Acquiring Fund Shares to the Acquired Fund's account on the share record books of the Federated Trust Equity Funds and shall deliver a confirmation thereof to the Acquired Fund. The Acquired Fund shall then deliver written instructions to the Federated Trust's Equity Funds' transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Acquiring Fund.
(b) When the Successor Fund Shares are distributed pursuant to paragraph 1(a), all outstanding shares of the Fund, including any represented by certificates, shall be canceled on the Fund's share transfer books. No redemption or repurchase of Successor Fund Shares credited to a shareholder's account in respect of shares of the Fund represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c) Delivery of the assets of the Acquired Fund to be transferred shall be made on the Exchange Date (as hereinafter defineddefined herein). Assets transferred shall be delivered to the account of the Acquiring Fund at State Street Bank and Trust Company, the Federated Trust's Equity Funds' custodian (the "Custodian"), for the account of the Federated Trust and the Successor Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) thereto to the Custodian for the account of the Federated Trust and the Successor Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claims). All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Acquiring Fund.
d(c) The Acquired Fund will pay or cause to be paid to the Federated Trust Acquiring Fund any interest received on or after the Exchange Date with respect to assets transferred from the Acquired Fund to the Successor Acquiring Fund hereunder and any distributions, rights or other assets received by the Acquired Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Acquired Fund to the Successor Acquiring Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Acquiring Fund on the Exchange Date and shall not be separately valued.
(d) The Acquired Fund shall discharge all of its liabilities and obligations on or before the Exchange Date.
(e) The Exchange Date shall be November May 17, 20062002, or such earlier or later date as may be mutually agreed upon by the parties.
(f) As soon as practicable after the Exchange Date, the Acquired Fund shall distribute all of the Successor Acquiring Fund Shares received by it to among the shareholders of Class A, B and C Shares of the Fund in numbers equal to the number of shares that each such shareholder holds in the Acquired Fund, in proportion, and shall take all other whatever steps are necessary and appropriate to effect its dissolution and terminationthe termination of the Acquired Fund. After the Exchange Date, the Acquired Fund shall not conduct any business except in connection with its dissolution and termination.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Federated Equity Funds), Agreement and Plan of Reorganization (Federated Equity Funds)
Plan of Exchange. (a) Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the :
(i) The Reorganizing Fund shall assign, transfer and convey its assets, including all securities securities, cash, commodities, interests in futures and cash held dividends or interest receivable, owned by the Reorganizing Fund and any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Exchange Date (as hereinafter defined below) (subject to the liabilities Stated Liabilities of the Reorganizing Fund which shall be assumed by the Successor Surviving Fund) ), to the Successor Surviving Fund, and the Successor ; and
(ii) The Surviving Fund shall acquire all of the assets of the Reorganizing Fund (subject as aforesaid to the liabilities Stated Liabilities of the Reorganizing Fund) in exchange for full and fractional shares of beneficial interest of the Successor Surviving Fund (the "Successor Fund Shares"), Shares to be issued by the Federated Trust, in having an aggregate number equal to the number of shares of the Reorganizing Fund Shares then outstanding, and having an aggregate net asset value equal to the total net assets of the Reorganizing Fund. The number of Class A Surviving Fund Shares issued shall be equal to the number of No Load Reorganizing Fund Shares then outstanding, and the number of Class C Surviving Fund Shares issued shall be equal to the number of Class C Reorganizing Fund Shares then outstanding.
(b) The value of the assets of the Reorganizing Fund and the net asset value per share of the Successor Surviving Fund Shares shall be computed as of the close of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "“Valuation Time"”) in accordance with the procedures for determining the value of the Successor Surviving Fund's assets set forth in the Successor Surviving Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Surviving Fund that forms a part of the Successor Surviving Fund's Registration Statement on Form N-1A as amended and adopted by the Surviving Fund (the "“Registration Statement"”). Successor All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Reorganizing Fund and the Surviving Fund.
(c) The Surviving Fund will not issue certificates representing Successor Surviving Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Surviving Fund Shares, the Federated Trust shall credit the Successor Surviving Fund Shares to the Reorganizing Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Reorganizing Fund. The Fund Federated Trust shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Surviving Fund. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent.
b(d) When the Successor Surviving Fund Shares are distributed pursuant to paragraph 1(aSections 1(a)-(c), all outstanding shares of the FundReorganizing Fund Shares, including any represented by certificates, shall be canceled on the Reorganizing Fund's share transfer books. No redemption or repurchase of Successor Surviving Fund Shares credited to a shareholder's account in respect of shares of the Reorganizing Fund Shares represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c(e) Delivery of the assets of the Reorganizing Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "“Custodian"”), for the account of the Federated Trust and the Successor Surviving Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Surviving Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Surviving Fund.
d(f) The Reorganizing Fund will pay or cause to be paid to the Federated Trust any interest received on or after the Exchange Date with respect to assets transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder and to the Federated Trust and any distributions, rights or other assets received by the Reorganizing Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Surviving Fund on the Exchange Date and shall not be separately valued.
e(g) The transactions contemplated by this Agreement shall be consummated (the “Closing”) on the Exchange Date. The Exchange Date shall be November 17be____________, 20062008, or such earlier or later date as may be mutually agreed upon by the parties. All acts taking place in connection with the Closing shall be deemed to take place at 4:00 p.m., Eastern Time, on the Exchange Date unless otherwise provided herein. The Closing shall be held at the offices of Federated Services Company, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other time and/or place as may be mutually agreed upon by the parties.
f(h) As On or as soon as practicable after the Exchange Date, the :
(i) The Reorganizing Fund shall distribute in complete liquidation of the Reorganizing Fund all of the Successor Surviving Fund Shares received by it to the Reorganizing Fund among the shareholders of the Reorganizing Fund Shares determined as of the close of business on the Exchange Date (the “Reorganizing Fund Shareholders”) in numbers equal to the number of shares Reorganizing Fund Shares that each such shareholder Reorganizing Fund Shareholder holds in the Reorganizing Fund, and ; and
(ii) The Reorganizing Fund shall take all other steps necessary to effect its dissolution and termination. The Reorganizing Fund shall be terminated promptly following the Exchange Date and the making of all distributions as contemplated in this Section 1. After the Exchange Date, the Reorganizing Fund shall not conduct any business except in connection with its dissolution and termination.
(i) Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Surviving Fund Shares on the books of the Federated Trust and Surviving Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.
(j) Any reporting responsibility of the Corporation or the Reorganizing Fund is and shall remain the responsibility of the Corporation or the Reorganizing Fund.
(k) The Corporation and the Reorganizing Fund have provided the Federated Trust and the Surviving Fund with the Reorganizing Fund’s most recent audited financial statements, which contain a list of all of the Reorganizing Fund’s assets and liabilities as of the date of such statements. The Corporation, on behalf of the Reorganizing Fund, hereby represents that as of the date of the execution of this Agreement, there have been no changes in the Reorganizing Fund’s financial position as reflected in such financial statements other than those occurring in the ordinary course in connection with the purchase and sale of securities, the issuance and redemption of Reorganizing Fund Shares and the payment of normal operating expenses, dividends and capital gains distributions.
(l) All books and records of the Reorganizing Fund, including all books and records required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”), shall be available to the Federated Trust and Surviving Fund from and after the Exchange Date and shall be turned over to the Federated Trust and Surviving Fund on or as soon as practicable following the Exchange Date.
(m) In the event that on the scheduled Exchange Date, either (i) the NYSE or another primary exchange on which the portfolio securities of the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted, or (ii) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Reorganizing Fund is impracticable, the Exchange Date shall be postponed until the next Friday (which is a business day and which is not the last Friday of the month) when trading is fully resumed and reporting is restored.
(n) Shareholders of the Reorganizing Fund as of the Exchange Date shall not be subject to any front-end or contingent deferred sales load of the Surviving Fund on shares received on the Exchange Date or on future purchases of the same class of shares of the Surviving Fund as those received on the Exchange Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Federated Equity Funds)
Plan of Exchange. (a) Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the :
(i) The Reorganizing Fund shall assign, transfer and convey its assets, including all securities securities, cash, commodities, interests in futures and cash held dividends or interest receivable, owned by the Reorganizing Fund and any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Exchange Date (as hereinafter defined below) (subject to the liabilities Stated Liabilities of the Reorganizing Fund which shall be assumed by the Successor Surviving Fund) ), to the Successor Surviving Fund, and the Successor ; and
(ii) The Surviving Fund shall acquire all of the assets of the Reorganizing Fund (subject as aforesaid to the liabilities Stated Liabilities of the Reorganizing Fund) in exchange for full and fractional shares of beneficial interest of the Successor Surviving Fund (the "Successor Fund Shares"), Shares to be issued by the Federated Trust, in having an aggregate number equal to the number of shares of the Reorganizing Fund Shares then outstanding, and having an aggregate net asset value equal to the total net assets of the Reorganizing Fund. .
(b) The value of the assets of the Reorganizing Fund and the net asset value per share of the Successor Surviving Fund Shares shall be computed as of the close of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "“Valuation Time"”) in accordance with the procedures for determining the value of the Successor Surviving Fund's assets set forth in the Successor Surviving Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Surviving Fund that forms a part of the Successor Surviving Fund's Registration Statement on Form N-1A as amended and adopted by the Surviving Fund (the "“Registration Statement"”). Successor All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Reorganizing Fund and the Surviving Fund.
(c) The Surviving Fund will not issue certificates representing Successor Surviving Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Surviving Fund Shares, the Federated Trust shall credit the Successor Surviving Fund Shares to the Reorganizing Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Reorganizing Fund. The Fund Federated Trust shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Surviving Fund. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent.
b(d) When the Successor Surviving Fund Shares are distributed pursuant to paragraph 1(aSections 1(a)-(c), all outstanding shares of the FundReorganizing Fund Shares, including any represented by certificates, shall be canceled on the Reorganizing Fund's share transfer books. No redemption or repurchase of Successor Surviving Fund Shares credited to a shareholder's account in respect of shares of the Reorganizing Fund Shares represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c(e) Delivery of the assets of the Reorganizing Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "“Custodian"”), for the account of the Federated Trust and the Successor Surviving Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Surviving Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Surviving Fund.
d(f) The Reorganizing Fund will pay or cause to be paid to the Federated Trust any interest received on or after the Exchange Date with respect to assets transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder and to the Federated Trust and any distributions, rights or other assets received by the Reorganizing Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Surviving Fund on the Exchange Date and shall not be separately valued.
e(g) The transactions contemplated by this Agreement shall be consummated (the “Closing”) on the Exchange Date. The Exchange Date shall be November 17on or about December 5, 20062008, or such earlier or later date as may be mutually agreed upon by the parties. All acts taking place in connection with the Closing shall be deemed to take place at 4:00 p.m., Eastern Time, on the Exchange Date unless otherwise provided herein. The Closing shall be held at the offices of Federated Services Company, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other time and/or place as may be mutually agreed upon by the parties.
f(h) As On or as soon as practicable after the Exchange Date, the :
(i) The Reorganizing Fund shall distribute in complete liquidation of the Reorganizing Fund all of the Successor Surviving Fund Shares received by it to the Reorganizing Fund among the shareholders of the Reorganizing Fund Shares determined as of the close of business on the Exchange Date (the “Reorganizing Fund Shareholders”) in numbers equal to the number of shares Reorganizing Fund Shares that each such shareholder Reorganizing Fund Shareholder holds in the Reorganizing Fund, and ; and
(ii) The Reorganizing Fund shall take all other steps necessary to effect its dissolution and termination. The Reorganizing Fund shall be terminated promptly following the Exchange Date and the making of all distributions as contemplated in this Section 1. After the Exchange Date, the Reorganizing Fund shall not conduct any business except in connection with its dissolution and termination.
(i) Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Surviving Fund Shares on the books of the Federated Trust and Surviving Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.
(j) Any reporting responsibility of the Corporation or the Reorganizing Fund is and shall remain the responsibility of the Corporation or the Reorganizing Fund.
(k) The Corporation and the Reorganizing Fund have provided the Federated Trust and the Surviving Fund with the Reorganizing Fund’s most recent audited financial statements, which contain a list of all of the Reorganizing Fund’s assets and liabilities as of the date of such statements. The Corporation, on behalf of the Reorganizing Fund, hereby represents that as of the date of the execution of this Agreement, there have been no changes in the Reorganizing Fund’s financial position as reflected in such financial statements other than those occurring in the ordinary course in connection with the purchase and sale of securities, the issuance and redemption of Reorganizing Fund Shares and the payment of normal operating expenses, dividends and capital gains distributions.
(l) All books and records of the Reorganizing Fund, including all books and records required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”), shall be available to the Federated Trust and Surviving Fund from and after the Exchange Date and shall be turned over to the Federated Trust and Surviving Fund on or as soon as practicable following the Exchange Date.
(m) In the event that on the scheduled Exchange Date, either (i) the NYSE or another primary exchange on which the portfolio securities of the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted, or (ii) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Reorganizing Fund is impracticable, the Exchange Date shall be postponed until the next Friday (which is a business day and which is not the last Friday of the month) when trading is fully resumed and reporting is restored.
(n) Shareholders of the Reorganizing Fund as of the Exchange Date shall not be subject to any front-end or contingent deferred sales load of the Surviving Fund on shares received on the Exchange Date or on future purchases of the same class of shares of the Surviving Fund as those received on the Exchange Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Federated Income Securities Trust)
Plan of Exchange. (a) Subject to the requisite approval of the partners of the Partnership, including the general partners (collectively, the "Partners"), and to the terms and conditions set forth contained herein, on the Fund Exchange Date (as defined herein) the Partnership shall assign, transfer and convey its assets, including all securities and cash held by the Fund (subject to the liabilities of the Fund which shall be assumed by the Successor Fund) to the Successor Fund, and the Successor Fund shall acquire all of the assets of the Fund Partnership, including all securities and cash (subject as aforesaid to the liabilities of the Fund) in exchange liabilities), for full and fractional shares of beneficial interest of the Successor Fund Fund, par value $.001 per share (the "Successor Fund Shares"), and, to the extent necessary, a fractional Fund Share, to be issued by the Federated TrustFund, in an aggregate number equal to the number of shares of the Fund then outstanding, and having an aggregate net asset value equal to the value of the net assets of the FundPartnership acquired. The value of the Partnership's assets of to be acquired by the Fund and the net asset value per share of the Successor Fund Shares shall be computed determined, as of the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") Date, in accordance with the procedures for determining the value of the Successor Fund's assets set forth in the Successor Fund's organizational documents Agreement and Declaration of Trust and in the then-current prospectus and statement of additional information for the Successor Fund that forms a part of the Successor FundPartnership's Registration Statement on Form N-1A (the "Registration Statement"). Successor Fund will not issue certificates representing Successor Fund Shares in connection with the Reorganization. N-1A. In lieu of delivering certificates for the Successor Fund Shares, the Federated Trust Fund shall credit the Successor Fund Shares to the FundPartnership's account on the share record books of the Federated Trust Fund and shall deliver a confirmation thereof to the FundPartnership. The Fund Partnership shall then deliver written instructions to the Federated TrustFund's transfer agent to establish accounts for the shareholders Partners on the share record books relating to of the Successor Fund.
(b) When the Successor Fund Shares are distributed pursuant to paragraph 1(a), all outstanding shares of the Fund, including any represented by certificates, shall be canceled on the Fund's share transfer books. No redemption or repurchase of Successor Fund Shares credited to a shareholder's account in respect of shares of the Fund represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c) Delivery of the assets of the Fund Partnership to be transferred shall be made on not later than the next business day following the Exchange Date (as hereinafter defined)Date. Assets transferred shall be delivered to State Street The Bank and Trust Companyof New York, 00 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, the Federated TrustFund's custodian (the "Custodian"), for the account of the Federated Trust and the Successor Fund Fund, with all securities not in bearer or book book- entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Fund.
d(c) The Fund Partnership will pay or cause to be paid to the Federated Trust Fund any interest received on or after the Exchange Date with respect to assets transferred from to the Fund hereunder. The Partnership will transfer to the Successor Fund hereunder and any distributions, rights or other assets received by the Fund Partnership after the Exchange Date as distributions on or with respect to the securities transferred from the Fund to the Successor Fund hereundertransferred. All such Such assets shall be deemed included in assets transferred to the Successor Fund on the Exchange Date and shall not be separately valued.
e(d) The Exchange Date shall be November 17December 31, 20061995, or such earlier or later date as may be mutually agreed upon by the parties.
f(e) As soon as practicable after the Exchange Date, the Fund Partnership shall distribute all of the Successor Fund Shares received by it to among the shareholders of the Fund Partners in numbers equal proportion to the number of shares that partnership interests each such shareholder Partner holds in the FundPartnership (the "Partnership Interests"), and shall take all other steps necessary to effect its dissolution and terminationthereafter will dissolve. After the Exchange Date, the Fund shall not conduct any business except in connection with its dissolution and termination2.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Dreyfus Global Growth L P a Strategic Fund)
Plan of Exchange. (a) Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the :
(i) The Reorganizing Fund shall assign, transfer and convey its assets, including all securities securities, cash, commodities, interests in futures and cash held dividends or interest receivable, owned by the Reorganizing Fund and any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Exchange Date (subject as hereinafter defined below), to the liabilities of the Fund which shall be assumed by the Successor Surviving Fund; and
(ii) to the Successor Fund, and the Successor The Surviving Fund shall acquire all of the assets of the Reorganizing Fund (subject as aforesaid to the liabilities of the Fund) in exchange for full and fractional shares of beneficial interest of the Successor Surviving Fund (the "Successor Fund Shares"), Shares to be issued by the Federated TrustSurviving Fund, in having an aggregate number equal to the number of shares of the Reorganizing Fund Shares then outstanding, and having an aggregate net asset value equal to the total net assets of the Reorganizing Fund. .
(b) The value of the assets of the Reorganizing Fund and the net asset value per share of the Successor Surviving Fund Shares shall be computed as of the close of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Successor Surviving Fund's assets set forth in the Successor Surviving Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Surviving Fund that forms a part of the Successor Surviving Fund's Registration Statement on Form N-1A as amended and adopted by the Surviving Fund (the "Registration Statement") (which are the same procedures used by the Reorganizing Fund). Successor All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Reorganizing Fund and the Surviving Fund.
(c) The Surviving Fund will not issue certificates representing Successor Surviving Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Surviving Fund Shares, the Federated Trust shall credit the Successor Surviving Fund Shares to the Reorganizing Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Reorganizing Fund. The Fund Federated Trust shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Surviving Fund. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent.
b(d) When the Successor Surviving Fund Shares are distributed pursuant to paragraph 1(aSections 1(a)-(c), all outstanding shares of the FundReorganizing Fund Shares, including any represented by certificates, shall be canceled on the Reorganizing Fund's share transfer books. No redemption or repurchase of Successor Surviving Fund Shares credited to a shareholder's account in respect of shares of the Reorganizing Fund Shares represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c(e) Delivery of the assets of the Reorganizing Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "Custodian"), for the account of the Federated Trust and the Successor Surviving Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Surviving Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Surviving Fund.
d(f) The Reorganizing Fund will pay or cause to be paid to the Federated Trust Surviving Fund any interest received on or after the Exchange Date with respect to assets transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder and to the Surviving Fund and any distributions, rights or other assets received by the Reorganizing Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Surviving Fund on the Exchange Date and shall not be separately valued.
e(g) The transactions contemplated by this Agreement shall be consummated (the “Closing”) and shall occur on the Exchange Date. The Exchange Date shall be November 17______________, 20062009, or such earlier or later date as may be mutually agreed upon by the parties. All acts taking place in connection with the Closing shall be deemed to take place at 4:00 p.m., Eastern Time, on the Exchange Date unless otherwise provided herein. The Closing shall be held at the offices of Federated Services Company, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other time and/or place as may be mutually agreed upon by the parties.
f(h) As On or as soon as practicable after the Exchange Date, the :
(i) The Reorganizing Fund shall distribute in complete liquidation of the Reorganizing Fund all of the Successor Surviving Fund Shares received by it to the shareholders Reorganizing Fund among the holders of the Reorganizing Fund Shares determined as of the close of business on the Exchange Date (the “Reorganizing Fund Shareholders”) in numbers equal to the number of shares Reorganizing Fund Shares that each such shareholder Reorganizing Fund Shareholder holds in the Reorganizing Fund, and ; and
(ii) The Reorganizing Fund shall take all other steps necessary to effect its dissolution and termination. The Reorganizing Fund shall be terminated promptly following the Exchange Date and the making of all distributions as contemplated in this Section 1. After the Exchange Date, the Reorganizing Fund shall not conduct any business except in connection with its dissolution and termination.
(i) Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Surviving Fund Shares on the books of the Federated Trust and Surviving Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.
(j) Any reporting responsibility of the Reorganizing Fund is and shall remain the responsibility of theReorganizing Fund.
(k) The Reorganizing Fund has provided the Federated Trust and Surviving Fund with the Reorganizing Fund’s most recent audited financial statements, which contain a list of all of the Reorganizing Fund’s assets and liabilities as of the date of such statements. The Reorganizing Fund, hereby represents that as of the date of the execution of this Agreement, there have been no changes in the Reorganizing Fund’s financial position as reflected in such financial statements other than those occurring in the ordinary course in connection with the purchase and sale of securities, the issuance and redemption of Reorganizing Fund Shares and the payment of normal operating expenses, dividends and capital gains distributions.
(l) All books and records of the Reorganizing Fund, shall be available to the Federated Trust and Surviving Fund from and after the Exchange Date and shall be turned over to the Federated Trust and Surviving Fund on or as soon as practicable following the Exchange Date.
(m) In the event that on the scheduled Exchange Date, either (i) the NYSE or another primary exchange on which the portfolio securities of the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted, or (ii) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Reorganizing Fund is impracticable, the Exchange Date shall be postponed until the next Friday (which is a business day and which is not the last Friday of the month) when trading is fully resumed and reporting is restored.
Appears in 1 contract
Plan of Exchange. (a) Subject to the terms and conditions set forth herein, the Rochdale Fund shall assign, transfer and convey its assets, including all securities and cash held by the Rochdale Fund (subject to the liabilities of the Rochdale Fund which shall be assumed by the Successor Fund) to the Successor Fund, and the Successor Fund shall acquire all of the assets of the Rochdale Fund (subject as aforesaid to the liabilities of the Rochdale Fund) in exchange for full and fractional shares of beneficial interest of the Successor Fund (the "Successor Fund Shares"), to be issued by the Federated Trust, in having an aggregate number equal to the number of shares of the Rochdale Fund then outstanding, and having an aggregate net asset value equal to the net assets of the Rochdale Fund. The value of the assets of the Rochdale Fund and the net asset value per share of the Successor Fund Shares shall be computed as of the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Successor Fund's assets set forth in the Successor Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Fund that forms a part of the Successor Fund's Registration Statement on Form N-1A (the "Registration Statement"). Successor Fund will not issue certificates representing Successor Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Fund Shares, the Federated Trust shall credit the Successor Fund Shares to the Rochdale Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Rochdale Fund. The Rochdale Fund shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Fund.
(b) When the Successor Fund Shares are distributed pursuant to paragraph 1(a), all outstanding shares of the Rochdale Fund, including any represented by certificates, shall be canceled on the Rochdale Fund's share transfer books. No redemption or repurchase of Successor Fund Shares credited to a shareholder's account in respect of shares of the Rochdale Fund represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
(c) Delivery of the assets of the Rochdale Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "Custodian"), for the account of the Federated Trust and the Successor Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Fund.
(d) The Rochdale Fund will pay or cause to be paid to the Federated Trust any interest received on or after the Exchange Date with respect to assets transferred from the Rochdale Fund to the Successor Fund hereunder and to the Federated Trust and any distributions, rights or other assets received by the Rochdale Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Rochdale Fund to the Successor Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Fund on the Exchange Date and shall not be separately valued.
(e) The Exchange Date shall be November 17August 24, 20062007, or such earlier or later date as may be mutually agreed upon by the parties.
(f) As soon as practicable after the Exchange Date, the Rochdale Fund shall distribute all of the Successor Fund Shares received by it to the shareholders holders of shares of the Rochdale Fund in numbers equal to the number of shares that each such shareholder holds in the Rochdale Fund, and shall take all other steps necessary to effect its dissolution and termination. After the Exchange Date, the Rochdale Fund shall not conduct any business except in connection with its dissolution and termination.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Federated Equity Funds)
Plan of Exchange. (a) Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the :
(i) The Reorganizing Fund shall assign, transfer and convey its assets, including all securities securities, cash, commodities, interests in futures and cash held dividends or interest receivable, owned by the Reorganizing Fund and any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Exchange Date (as hereinafter defined below) (subject to the liabilities Stated Liabilities of the Reorganizing Fund which shall be assumed by the Successor Surviving Fund) ), to the Successor Surviving Fund, and the Successor ; and
(ii) The Surviving Fund shall acquire all of the assets of the Reorganizing Fund (subject as aforesaid to the liabilities Stated Liabilities of the Reorganizing Fund) in exchange for full and fractional shares of beneficial interest of the Successor Surviving Fund (the "Successor Fund Shares"), Shares to be issued by the Federated Trust, in having an aggregate number equal to the number of shares of the Reorganizing Fund Shares then outstanding, and having an aggregate net asset value equal to the total net assets of the Reorganizing Fund. The number of Class A Surviving Fund Shares issued shall be equal to the number of No Load Reorganizing Fund Shares then outstanding, and the number of Class C Surviving Fund Shares issued shall be equal to the number of Class C Reorganizing Fund Shares then outstanding.
(b) The value of the assets of the Reorganizing Fund and the net asset value per share of the Successor Surviving Fund Shares shall be computed as of the close of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "“Valuation Time"”) in accordance with the procedures for determining the value of the Successor Surviving Fund's assets set forth in the Successor Surviving Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Surviving Fund that forms a part of the Successor Surviving Fund's Registration Statement on Form N-1A as amended and adopted by the Surviving Fund (the "“Registration Statement"”). Successor All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Reorganizing Fund and the Surviving Fund.
(c) The Surviving Fund will not issue certificates representing Successor Surviving Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Surviving Fund Shares, the Federated Trust shall credit the Successor Surviving Fund Shares to the Reorganizing Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Reorganizing Fund. The Fund Federated Trust shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Surviving Fund. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent.
b(d) When the Successor Surviving Fund Shares are distributed pursuant to paragraph 1(aSections 1(a)-(c), all outstanding shares of the FundReorganizing Fund Shares, including any represented by certificates, shall be canceled on the Reorganizing Fund's share transfer books. No redemption or repurchase of Successor Surviving Fund Shares credited to a shareholder's account in respect of shares of the Reorganizing Fund Shares represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c(e) Delivery of the assets of the Reorganizing Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "“Custodian"”), for the account of the Federated Trust and the Successor Surviving Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Surviving Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Surviving Fund.
d(f) The Reorganizing Fund will pay or cause to be paid to the Federated Trust any interest received on or after the Exchange Date with respect to assets transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder and to the Federated Trust and any distributions, rights or other assets received by the Reorganizing Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Surviving Fund on the Exchange Date and shall not be separately valued.
e(g) The transactions contemplated by this Agreement shall be consummated (the “Closing”) on the Exchange Date. The Exchange Date shall be November 17on or about December 5, 20062008, or such earlier or later date as may be mutually agreed upon by the parties. All acts taking place in connection with the Closing shall be deemed to take place at 4:00 p.m., Eastern Time, on the Exchange Date unless otherwise provided herein. The Closing shall be held at the offices of Federated Services Company, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other time and/or place as may be mutually agreed upon by the parties.
f(h) As On or as soon as practicable after the Exchange Date, the :
(i) The Reorganizing Fund shall distribute in complete liquidation of the Reorganizing Fund all of the Successor Surviving Fund Shares received by it to the Reorganizing Fund among the shareholders of the Reorganizing Fund Shares determined as of the close of business on the Exchange Date (the “Reorganizing Fund Shareholders”) in numbers equal to the number of shares Reorganizing Fund Shares that each such shareholder Reorganizing Fund Shareholder holds in the Reorganizing Fund, and ; and
(ii) The Reorganizing Fund shall take all other steps necessary to effect its dissolution and termination. The Reorganizing Fund shall be terminated promptly following the Exchange Date and the making of all distributions as contemplated in this Section 1. After the Exchange Date, the Reorganizing Fund shall not conduct any business except in connection with its dissolution and termination.
(i) Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Surviving Fund Shares on the books of the Federated Trust and Surviving Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.
(j) Any reporting responsibility of the Corporation or the Reorganizing Fund is and shall remain the responsibility of the Corporation or the Reorganizing Fund.
(k) The Corporation and the Reorganizing Fund have provided the Federated Trust and the Surviving Fund with the Reorganizing Fund’s most recent audited financial statements, which contain a list of all of the Reorganizing Fund’s assets and liabilities as of the date of such statements. The Corporation, on behalf of the Reorganizing Fund, hereby represents that as of the date of the execution of this Agreement, there have been no changes in the Reorganizing Fund’s financial position as reflected in such financial statements other than those occurring in the ordinary course in connection with the purchase and sale of securities, the issuance and redemption of Reorganizing Fund Shares and the payment of normal operating expenses, dividends and capital gains distributions.
(l) All books and records of the Reorganizing Fund, including all books and records required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”), shall be available to the Federated Trust and Surviving Fund from and after the Exchange Date and shall be turned over to the Federated Trust and Surviving Fund on or as soon as practicable following the Exchange Date.
(m) In the event that on the scheduled Exchange Date, either (i) the NYSE or another primary exchange on which the portfolio securities of the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted, or (ii) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Reorganizing Fund is impracticable, the Exchange Date shall be postponed until the next Friday (which is a business day and which is not the last Friday of the month) when trading is fully resumed and reporting is restored.
(n) Shareholders of the Reorganizing Fund as of the Exchange Date shall not be subject to any front-end or contingent deferred sales load of the Surviving Fund on shares received on the Exchange Date or on future purchases of the same class of shares of the Surviving Fund as those received on the Exchange Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Federated Equity Funds)
Plan of Exchange. (a) Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the :
(i) The Reorganizing Fund shall assign, transfer and convey its assets, including all securities securities, cash, commodities, interests in futures and cash held dividends or interest receivable, owned by the Reorganizing Fund and any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Exchange Date (subject as hereinafter defined below), to the liabilities of the Fund which shall be assumed by the Successor Surviving Fund; and
(ii) to the Successor Fund, and the Successor The Surviving Fund shall acquire all of the assets of the Reorganizing Fund (subject as aforesaid to the liabilities of the Fund) in exchange for full and fractional shares of beneficial interest of the Successor Surviving Fund (the "Successor Fund Shares"), Shares to be issued by the Federated TrustSurviving Fund, in having an aggregate number equal to the number of shares of the Reorganizing Fund Shares then outstanding, and having an aggregate net asset value equal to the total net assets of the Reorganizing Fund. .
(b) The value of the assets of the Reorganizing Fund and the net asset value per share of the Successor Surviving Fund Shares shall be computed as of the close of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Successor Surviving Fund's assets set forth in the Successor Surviving Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Surviving Fund that forms a part of the Successor Surviving Fund's Registration Statement on Form N-1A as amended and adopted by the Surviving Fund (the "Registration Statement") (which are the same procedures used by the Reorganizing Fund). Successor All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Reorganizing Fund and the Surviving Fund.
(c) The Surviving Fund will not issue certificates representing Successor Surviving Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Surviving Fund Shares, the Federated Trust shall credit the Successor Surviving Fund Shares to the Reorganizing Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Reorganizing Fund. The Fund Federated Trust shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Surviving Fund. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent.
b(d) When the Successor Surviving Fund Shares are distributed pursuant to paragraph 1(aSections 1(a)-(c), all outstanding shares of the FundReorganizing Fund Shares, including any represented by certificates, shall be canceled on the Reorganizing Fund's share transfer books. No redemption or repurchase of Successor Surviving Fund Shares credited to a shareholder's account in respect of shares of the Reorganizing Fund Shares represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c(e) Delivery of the assets of the Reorganizing Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "Custodian"), for the account of the Federated Trust and the Successor Surviving Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Surviving Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Surviving Fund.
d(f) The Reorganizing Fund will pay or cause to be paid to the Federated Trust Surviving Fund any interest received on or after the Exchange Date with respect to assets transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder and to the Surviving Fund and any distributions, rights or other assets received by the Reorganizing Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Surviving Fund on the Exchange Date and shall not be separately valued.
e(g) The transactions contemplated by this Agreement shall be consummated (the “Closing”) and shall occur on the Exchange Date. The Exchange Date shall be November 17______________, 20062009, or such earlier or later date as may be mutually agreed upon by the parties. All acts taking place in connection with the Closing shall be deemed to take place at 4:00 p.m., Eastern Time, on the Exchange Date unless otherwise provided herein. The Closing shall be held at the offices of Federated Services Company, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other time and/or place as may be mutually agreed upon by the parties.
f(h) As On or as soon as practicable after the Exchange Date, the :
(i) The Reorganizing Fund shall distribute in complete liquidation of the Reorganizing Fund all of the Successor Surviving Fund Shares received by it to the shareholders Reorganizing Fund among the holders of the Reorganizing Fund Shares determined as of the close of business on the Exchange Date (the “Reorganizing Fund Shareholders”) in numbers equal to the number of shares Reorganizing Fund Shares that each such shareholder Reorganizing Fund Shareholder holds in the Reorganizing Fund, and ; and
(ii) The Reorganizing Fund shall take all other steps necessary to effect its dissolution and termination. The Reorganizing Fund shall be terminated promptly following the Exchange Date and the making of all distributions as contemplated in this Section 1. After the Exchange Date, the Reorganizing Fund shall not conduct any business except in connection with its dissolution and termination.
(i) Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Surviving Fund Shares on the books of the Federated Trust and Surviving Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.
(j) Any reporting responsibility of the Reorganizing Fund is and shall remain the responsibility of the e Reorganizing Fund.
(k) The Reorganizing Fund has provided the Federated Trust and Surviving Fund with the Reorganizing Fund’s most recent audited financial statements, which contain a list of all of the Reorganizing Fund’s assets and liabilities as of the date of such statements. TheReorganizing Fund, hereby represents that as of the date of the execution of this Agreement, there have been no changes in the Reorganizing Fund’s financial position as reflected in such financial statements other than those occurring in the ordinary course in connection with the purchase and sale of securities, the issuance and redemption of Reorganizing Fund Shares and the payment of normal operating expenses, dividends and capital gains distributions.
(l) All books and records of the Reorganizing Fund, shall be available to the Federated Trust and Surviving Fund from and after the Exchange Date and shall be turned over to the Federated Trust and Surviving Fund on or as soon as practicable following the Exchange Date.
(m) In the event that on the scheduled Exchange Date, either (i) the NYSE or another primary exchange on which the portfolio securities of the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted, or (ii) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Reorganizing Fund is impracticable, the Exchange Date shall be postponed until the next Friday (which is a business day and which is not the last Friday of the month) when trading is fully resumed and reporting is restored.
Appears in 1 contract
Plan of Exchange. (a) Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein, the :
(i) The Reorganizing Fund shall assign, transfer and convey its assets, including all securities securities, cash, commodities, interests in futures and cash held dividends or interest receivable, owned by the Reorganizing Fund and any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Exchange Date (as hereinafter defined below) (subject to the liabilities Stated Liabilities of the Reorganizing Fund which shall be assumed by the Successor Surviving Fund) ), to the Successor Surviving Fund, and the Successor ; and
(ii) The Surviving Fund shall acquire all of the assets of the Reorganizing Fund (subject as aforesaid to the liabilities Stated Liabilities of the Reorganizing Fund) in exchange for full and fractional shares of beneficial interest of the Successor Surviving Fund (the "Successor Fund Shares"), Shares to be issued by the Federated Trust, in having an aggregate number equal to the number of shares of the Reorganizing Fund Shares then outstanding, and having an aggregate net asset value equal to the total net assets of the Reorganizing Fund. .
(b) The value of the assets of the Reorganizing Fund and the net asset value per share of the Successor Surviving Fund Shares shall be computed as of the close of the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "“Valuation Time"”) in accordance with the procedures for determining the value of the Successor Surviving Fund's assets set forth in the Successor Surviving Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Surviving Fund that forms a part of the Successor Surviving Fund's Registration Statement on Form N-1A as amended and adopted by the Surviving Fund (the "“Registration Statement"”). Successor All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Reorganizing Fund and the Surviving Fund.
(c) The Surviving Fund will not issue certificates representing Successor Surviving Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Surviving Fund Shares, the Federated Trust shall credit the Successor Surviving Fund Shares to the Reorganizing Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Reorganizing Fund. The Fund Federated Trust shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Surviving Fund. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent.
b(d) When the Successor Surviving Fund Shares are distributed pursuant to paragraph 1(aSections 1(a)-(c), all outstanding shares of the FundReorganizing Fund Shares, including any represented by certificates, shall be canceled on the Reorganizing Fund's share transfer books. No redemption or repurchase of Successor Surviving Fund Shares credited to a shareholder's account in respect of shares of the Reorganizing Fund Shares represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
c(e) Delivery of the assets of the Reorganizing Fund to be transferred shall be made on the Exchange Date (as hereinafter defined). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "“Custodian"”), for the account of the Federated Trust and the Successor Surviving Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Surviving Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Surviving Fund.
d(f) The Reorganizing Fund will pay or cause to be paid to the Federated Trust any interest received on or after the Exchange Date with respect to assets transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder and to the Federated Trust and any distributions, rights or other assets received by the Reorganizing Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Reorganizing Fund to the Successor Surviving Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Surviving Fund on the Exchange Date and shall not be separately valued.
e(g) The transactions contemplated by this Agreement shall be consummated (the “Closing”) on the Exchange Date. The Exchange Date shall be November 17be____________, 20062008, or such earlier or later date as may be mutually agreed upon by the parties. All acts taking place in connection with the Closing shall be deemed to take place at 4:00 p.m., Eastern Time, on the Exchange Date unless otherwise provided herein. The Closing shall be held at the offices of Federated Services Company, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other time and/or place as may be mutually agreed upon by the parties.
f(h) As On or as soon as practicable after the Exchange Date, the :
(i) The Reorganizing Fund shall distribute in complete liquidation of the Reorganizing Fund all of the Successor Surviving Fund Shares received by it to the Reorganizing Fund among the shareholders of the Reorganizing Fund Shares determined as of the close of business on the Exchange Date (the “Reorganizing Fund Shareholders”) in numbers equal to the number of shares Reorganizing Fund Shares that each such shareholder Reorganizing Fund Shareholder holds in the Reorganizing Fund, and ; and
(ii) The Reorganizing Fund shall take all other steps necessary to effect its dissolution and termination. The Reorganizing Fund shall be terminated promptly following the Exchange Date and the making of all distributions as contemplated in this Section 1. After the Exchange Date, the Reorganizing Fund shall not conduct any business except in connection with its dissolution and termination.
(i) Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Surviving Fund Shares on the books of the Federated Trust and Surviving Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.
(j) Any reporting responsibility of the Corporation or the Reorganizing Fund is and shall remain the responsibility of the Corporation or the Reorganizing Fund.
(k) The Corporation and the Reorganizing Fund have provided the Federated Trust and the Surviving Fund with the Reorganizing Fund’s most recent audited financial statements, which contain a list of all of the Reorganizing Fund’s assets and liabilities as of the date of such statements. The Corporation, on behalf of the Reorganizing Fund, hereby represents that as of the date of the execution of this Agreement, there have been no changes in the Reorganizing Fund’s financial position as reflected in such financial statements other than those occurring in the ordinary course in connection with the purchase and sale of securities, the issuance and redemption of Reorganizing Fund Shares and the payment of normal operating expenses, dividends and capital gains distributions.
(l) All books and records of the Reorganizing Fund, including all books and records required by the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”), shall be available to the Federated Trust and Surviving Fund from and after the Exchange Date and shall be turned over to the Federated Trust and Surviving Fund on or as soon as practicable following the Exchange Date.
(m) In the event that on the scheduled Exchange Date, either (i) the NYSE or another primary exchange on which the portfolio securities of the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted, or (ii) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Reorganizing Fund is impracticable, the Exchange Date shall be postponed until the next Friday (which is a business day and which is not the last Friday of the month) when trading is fully resumed and reporting is restored.
(n) Shareholders of the Reorganizing Fund as of the Exchange Date shall not be subject to any front-end or contingent deferred sales load of the Surviving Fund on shares received on the Exchange Date or on future purchases of the same class of shares of the Surviving Fund as those received on the Exchange Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Federated Income Securities Trust)
Plan of Exchange. (a) Subject to the terms and conditions set forth herein, the Fund shall assign, transfer and convey its assets, including all securities and cash held by the Fund (subject to the liabilities of the Fund that were incurred in the ordinary course of business and which shall be assumed by the Successor Fund) to the Successor Fund, and the Successor Fund shall acquire all of the assets of the Fund (subject as aforesaid to the liabilities of the Fund) in exchange for full and fractional shares of beneficial interest of the Successor Fund (the "Successor Fund Shares"), to be issued by the Federated Trust, in having an aggregate number equal to the number of shares of the Fund then outstanding, and having an aggregate net asset value equal to the net assets of the Fund. The value of the assets of the Fund and the net asset value per share of the Successor Fund Shares shall be computed as of the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Successor Fund's assets set forth in the Successor Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Fund that forms a part of the Successor Fund's Registration Statement on Form N-1A (the "Registration Statement"). Successor Fund will not issue certificates representing Successor Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Fund Shares, the Federated Trust shall credit the Successor Fund Shares to the Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Fund. The Fund shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Fund.
(b) When the Successor Fund Shares are distributed pursuant to paragraph 1(a), all outstanding shares of the Fund, including any represented by certificates, shall be canceled on the Fund's share transfer books. No redemption or repurchase of Successor Fund Shares credited to a shareholder's account in respect of shares of the Fund represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or such other documentation that is satisfactory to the Federated Trust or its transfer agent have been executed and delivered thereto.
(c) Delivery of the assets of the Fund to be transferred shall be made on the Exchange Date (as hereinafter defineddefined herein). Assets transferred shall be delivered to State Street Bank and Trust Company, the Federated Trust's custodian (the "Custodian"), for the account of the Federated Trust and the Successor Fund with all securities not in bearer or book entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Federated Trust and the Successor Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Federated Trust and the Successor Fund.
(d) The Fund will pay or cause to be paid to the Federated Trust any interest received on or after the Exchange Date with respect to assets transferred from the Fund to the Successor Fund hereunder and to the Trust and any distributions, rights or other assets received by the Fund after the Exchange Date as distributions on or with respect to the securities transferred from the Fund to the Successor Fund hereunder. All such assets shall be deemed included in assets transferred to the Successor Fund on the Exchange Date and shall not be separately valued.
(e) The Exchange Date shall be November 17August 27, 20062004, or such earlier or later date as may be mutually agreed upon by the parties.
(f) As soon as practicable after the Exchange Date, the Fund shall distribute all of the Successor Fund Shares received by it to among the shareholders of shares of the Fund in numbers equal to the number of shares that each such shareholder holds in the Fund, and shall take all other steps necessary to effect its dissolution and termination. After the Exchange Date, the Fund shall not conduct any business except in connection with its dissolution and termination.
Appears in 1 contract
Samples: Merger Agreement (Banknorth Funds)
