Common use of Reorganization and Master/Feeder Clause in Contracts

Reorganization and Master/Feeder. (a) Notwithstanding anything else herein other than the provisions of Article IX, Section 12, a majority of the Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more trusts, partnerships, associations, corporations or other entities organized under the laws of any jurisdiction, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Maryland or any other jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 12-607 of the Maryland Act, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 5 may effect any amendment to the Declaration or effect the adoption of a new governing instrument of the Trust if it is the successor trust in the merger or consolidation. (c) The Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association or other organization to take over all or portion of the Trust Property or the Trust Property allocated or belonging to any one or more Series or to carry on any business in which the Trust shall directly or indirectly have any interest, or to sell, convey and transfer all or a portion of the Trust Property or the Trust Property allocated or belonging to such Series to any such corporation, trust, 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 corporation, trust, partnership, association, or organization or any corporation, partnership, trust, association or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, 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 corporations, trusts, partnerships, associations or other organizations and to sell, convey or transfer all or a portion of the Trust Property to such organizations or entities. (d) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable law, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies or pooled portfolios. Any such other investment company or pooled portfolio may (but need not) be a trust (formed under the laws of any state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable law, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization and Master/Feeder. (a) Notwithstanding anything else herein other than the provisions of Article IXherein, Section 12, a majority of the Trustees may, without any Shareholder approval or vote unless such approval or vote is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust to merge or consolidate with or into one or more trusts (or series thereof to the extent permitted by law), partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities organized under created by the laws of any jurisdictionTrustees to accomplish such merger or consolidation), (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Maryland any state or any other jurisdictionpolitical subdivision of the United States, if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 12-607 3815(f) of the Maryland 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 5 3 of Article VIII may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new governing trust instrument of the Trust if it the Trust is the successor surviving or resulting trust in the merger or consolidation. (c) The Trustees may cause to be organized may, without any Shareholder approval or assist in organizing a corporation vote unless such approval or corporations under the laws of any jurisdiction or any other trustvote is required by applicable law, partnership, association or other organization to take over all or portion of the Trust Property or the Trust Property allocated or belonging to any create one or more Series or business trusts to carry on any business in which the Trust shall directly or indirectly have any interest, or to sell, convey and transfer all or a portion any part of the Trust Property assets, liabilities, profits or the Trust Property allocated or belonging to such Series to any such corporation, trust, 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 corporation, trust, partnership, association, or organization or any corporation, partnership, trust, association or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between losses of the Trust or any successor thereto Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such corporation, trust, partnership, association newly created trust 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 trusts or assist in organizing one any series or more corporations, trusts, partnerships, associations or other organizations and to sell, convey or transfer all or a portion of the Trust Property to such organizations or entitiesclasses thereof. (d) Notwithstanding anything else herein, the Trustees may, without Shareholder approval (unless such approval is required by applicable lawthe 1940 Act), invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies or pooled portfoliosregistered under the 1940 Act. Any such other investment company or pooled portfolio may (but need notnot need) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust series thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable lawthe 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization and Master/Feeder. (a) Notwithstanding anything else herein other than the provisions of Article IXherein, Section 12, a majority of the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by applicable lawthe 1940 Act, (i) cause the Trust to merge or consolidate with or into one or more trusts, corporations, limited liability companies, partnerships, associations, corporations or other business entities organized under (or any series or classes thereof to the laws of any jurisdictionextent permitted by law) (including trusts, corporations, limited liability companies, partnerships, associations, or other business entities created by the Trustees to accomplish such merger or consolidation); (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other Series (or Classes) of the Trust, one or more trusts, corporations, limited liability companies, partnerships, associations, or other business entities (or series or classes thereof to the extent permitted by law) (including trusts, corporations, limited liability companies, partnerships, associations, or other business entities created by the Trustees to accomplish such merger or consolidation); (iii) cause the Shares to be exchanged under or pursuant to any state or federal statute or regulation to the extent permitted by law, or ; (iiiiv) cause the Trust to reorganize or incorporate as, or convert to, as a corporation, trust, limited liability company, partnerships, associations or other business entities under the laws of Maryland Delaware or any other state or jurisdiction; (v) create one or more statutory trusts to which all or any part of the assets, liabilities, profits, or losses of the Trust or any Series or Class thereof may be transferred and may provide for the redemption of Shareholders in exchange for, or the distribution to Shareholders of, cash, the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof or any combination of the foregoing; (vi) cause the Trust, or any Series or Class thereof, to sell and convey all or substantially all of the assets of the Trust or any affected Series or Class to another Series or Class of the Trust or to another entity or series or class thereof to the extent permitted under the 1940 Act, for adequate consideration as determined by the Trustees, which may include the assumption of all outstanding obligations, taxes, and other liabilities, accrued or contingent, of the Trust or any affected Series or Class, and which may include Shares or interests in such other Series or Class of the Trust or such other entity or series or class thereof (without limiting the generality of the foregoing, this provision may be utilized to permit the Trust to pursue its investment program through one or more subsidiary vehicles or to operate in a master-feeder structure); or (vii) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class. Any agreement of merger or consolidation or certificate of merger merger, certificate of conversion or other applicable certificate may be signed by a majority of Trustees any one (1) Trustee and facsimile or electronic signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 12-607 3815(f) of the Maryland 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 5 8.3 may effect any amendment to the this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if it the Trust is the successor trust surviving or resulting entity in the merger or consolidation. (c) The Notwithstanding anything else herein, the Trustees may cause to be organized or assist may, in organizing a corporation or corporations under their sole discretion and without Shareholder approval unless such approval is required by the laws of any jurisdiction or any other trust1940 Act, partnership, association or other organization to take over all or portion of the Trust Property or the Trust Property allocated or belonging to any one or more Series or to carry on any business in which the Trust shall directly or indirectly have any interest, or to sell, convey and transfer invest all or a portion of the Trust Property or the Trust Property allocated or belonging to such Series to any such corporation, trust, 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 corporation, trust, partnership, association, or organization or any corporation, partnership, trust, association or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, 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 corporations, trusts, partnerships, associations or other organizations and to sell, convey or transfer all or a portion of the Trust Property to such organizations or entities. (d) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable law, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property or the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies or pooled portfoliosregistered under the 1940 Act. Any such other investment company or pooled portfolio may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable lawthe 1940 Act, cause a the Trust or any Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause the Trust or such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization and Master/Feeder. (a) Notwithstanding -------------------------------- anything else herein other than the provisions of Article IX, Section 12, , a majority of the Trustees may, without Shareholder approval unless such approval is required by applicable federal law, (i) cause the Trust to merge or consolidate with or into one or more trusts, partnerships, associations, corporations or other entities organized under the laws of any jurisdiction, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Maryland Delaware or any other jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 12-607 3815(f) of the Maryland Delaware Act, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 5 may effect any amendment to the Declaration or effect the adoption of a new governing trust instrument of the Trust if it is the successor surviving or resulting trust in the merger or consolidation. (c) The Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association or other organization to take over all or portion of the Trust Property or the Trust Property allocated or belonging to any one or more such Series or to carry on any business in which the Trust shall directly or indirectly have any interest, or to sell, convey and transfer all or a portion of the Trust Property or the Trust Property allocated or belonging to such Series to any such corporation, trust, 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 corporation, trust, partnership, association, or organization or any corporation, partnership, trust, association or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, 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 corporations, trusts, partnerships, associations or other organizations and to sellselling, convey conveying or transfer transferring all or a portion of the Trust Property to such organizations organization or entities. (d) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable law, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies or pooled portfolios. Any such other investment company or pooled portfolio may (but need not) be a trust (formed under the laws of any state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable law, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization and Master/Feeder. (a) Notwithstanding anything else herein other than herein, the provisions Trustees, in order to change the form or jurisdiction of Article IX, Section 12, a majority organization of the Trustees mayTrust, without Shareholder approval unless such approval is required by applicable law, may (i) cause the Trust to merge or consolidate with or into into, or convert into, one or more trusts, partnershipspartnerships (general or limited), associations, corporations or other business entities so long as the surviving or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under that Act and which is formed, organized or existing under the laws of any jurisdictiona state, commonwealth, possession or colony of the United States or (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Maryland Delaware. (b) The Trustees may, subject to a vote of a majority of the Trustees and any shareholder vote required under the 1940 Act, if any, cause the Trust to merge or any consolidate with or into, or convert into, one or more trusts, partnerships (general or limited), associations, limited liability companies, corporations or other jurisdiction. business entities formed, organized or existing under the laws of a state, commonwealth, possession or colony of the United States. (c) Any agreement of merger or consolidation or certificate of merger or consolidation may be signed by a majority of Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (bd) Pursuant to and in accordance with the provisions of Section 12-607 3815(f) of the Maryland Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with paragraph (a) or (b) of this Section 5 11.05 may effect any amendment to the Declaration Trust Instrument or effect the adoption of a new governing trust instrument of the Trust if it is the successor surviving or resulting trust in the merger or consolidation. (c) The Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association or other organization to take over all or portion of the Trust Property or the Trust Property allocated or belonging to any one or more Series or to carry on any business in which the Trust shall directly or indirectly have any interest, or to sell, convey and transfer all or a portion of the Trust Property or the Trust Property allocated or belonging to such Series to any such corporation, trust, 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 corporation, trust, partnership, association, or organization or any corporation, partnership, trust, association or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, 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 corporations, trusts, partnerships, associations or other organizations and to sell, convey or transfer all or a portion of the Trust Property to such organizations or entities. (de) Notwithstanding anything else herein, the Trustees may, without Shareholder approval (unless such approval is required by applicable lawthe 1940 Act), invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies or pooled portfoliosregistered under the 1940 Act. Any such other investment company or pooled portfolio may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust series thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable lawthe 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization and Master/Feeder. (a) Notwithstanding -------------------------------- anything else herein other than the provisions of Article IX, Section 12herein, a majority of the Trustees may, without Shareholder approval unless such approval is required by applicable federal law, (i) cause the Trust to merge or consolidate with or into one or more trustsentities, partnerships, associations, corporations if the surviving or other entities organized resulting entity is the Trust or another open-end management investment company under the laws of any jurisdiction1940 Act, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Maryland Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 12-607 3815(f) of the Maryland Delaware Act, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 5 may effect any amendment to the Declaration or effect the adoption of a new governing trust instrument of the Trust if it is the successor surviving or resulting trust in the merger or consolidation. (c) The Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association or other organization to take over all or portion of the Trust Property or the Trust Property allocated or belonging to any one or more such Series or to carry on any business in which the Trust shall directly or indirectly have any interest, or to sell, convey and transfer all or a portion of the Trust Property or the Trust Property allocated or belonging to such Series to any such corporation, trust, 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 corporation, trust, partnership, association, or organization or any corporation, partnership, trust, association or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, 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 corporations, trusts, partnerships, associations or other organizations and to sellselling, convey conveying or transfer transferring all or a portion of the Trust Property to such organizations organization or entities. (d) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable lawapproval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies or pooled portfoliosregistered under the 1940 Act. Any such other investment company or pooled portfolio may (but need not) be a trust (formed under the laws of the State of New York or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by applicable law, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series series to invest its Trust Property directly in securities and other financial instruments or in another master fund.