Common use of Reorganization; Master/Feeder Structure Clause in Contracts

Reorganization; Master/Feeder Structure. a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, as applicable, and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. b) Pursuant to and in accordance with the provisions of § 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or Classes, or dispose of all or a portion of the assets held with respect to one or more Series or Classes and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereof. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes.

Reorganization; Master/Feeder Structure. (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, as applicable, Act and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of § 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or ClassesSeries, or dispose of all or a portion of the assets held with respect to one or more Series or Classes and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereofAct. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) 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 the 1940 Act, cause any Series that is organized in such a master-feeder structure to withdraw or redeem its assets from the master fund and cause such Series to invest its assets directly in securities and other investments or in another master fund.

Reorganization; Master/Feeder Structure. (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, as applicable, and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of § Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or ClassesTrust Property, or dispose of all or a portion of the assets held with respect to one or more Series or Classes Trust Property and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereof. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) 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 the 1940 Act, cause the Trust if organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause the Trust to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization; Master/Feeder Structure. (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, as applicable, and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of § Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or ClassesTrust Property, or dispose of all or a portion of the assets held with respect to one or more Series or Classes Trust Property and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereof. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) 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 the 1940 Act, cause the Trust if organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause the Trust to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization; Master/Feeder Structure. (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust Fund to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the TrustFund’s registration under the 1940 Act, as applicable, and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust Fund to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust Fund or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the TrustFund’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust Fund or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of § 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust Fund if the Trust Fund is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or Classes, or dispose of all or a portion of the assets held with respect to one or more Series or Classes and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereof. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes.

Reorganization; Master/Feeder Structure. (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust Fund to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the TrustFund’s registration under the 1940 Act, as applicable, and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust Fund to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust Fund or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the TrustFund’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust Fund or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of § Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust Fund if the Trust Fund is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or ClassesFund Property, or dispose of all or a portion of the assets held with respect to one or more Series or Classes Fund Property and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereof. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) 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 the 1940 Act, cause the Fund if organized in the master/feeder fund structure to withdraw or redeem its Fund Property from the master fund and cause the Fund to invest its Fund Property directly in securities and other financial instruments or in another master fund.

Reorganization; Master/Feeder Structure. (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval, unless such authorization and approval is required by applicable provisions of the 1940 Act: (i) cause the Trust Fund to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or, to the extent permitted by law, a series thereof) (including business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an investment company registered under the 1940 Act or, to the extent permitted by law, a series thereof, or, to the extent permitted by law, another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s Fund's registration under the 1940 Act, as applicable, and which, in any case, is formed, organized or existing under the laws of the United States or a state or possession of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust Fund to incorporate or organize under the laws of a state or possession of the United States; or (iv) sell or convey all or substantially all of the assets of the Trust Fund or the assets held with respect to any Series or Class to one or more other Series or Classes or to another trust, partnership, limited liability company, association, corporation or other business entity (or, to the extent permitted by law, a series thereof) (including a business entity created by the Trustees to accomplish such sale and conveyance) organized under the laws of the United States or any state or possession of the United States so long as such entity is an investment company registered under the 1940 Act or a series thereof, or to the extent permitted under applicable law another pooled investment vehicle or series thereof, and which, in the case of any business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s Fund's registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may or may not include the assumption of liabilities of the Trust Fund or any affected Series or Class as determined by the Trustees and which also may include Shares of such other Series or Class or shares of beneficial interest, stock or other ownership interest in such business entity (or series thereof). Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of § ? 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of reorganization, merger or consolidation approved by the Trustees in accordance with this Section 10.2 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust Fund if the Trust Fund is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder authorization or approval unless such Shareholder authorization and approval is required by applicable provisions of the 1940 Act, invest all or a portion of the assets held with respect to one or more Series or Classes, or dispose of all or a portion of the assets held with respect to one or more Series or Classes and invest the proceeds of such disposition, in interests issued by one or more other investment companies registered under the 1940 Act or series thereof or other pooled investment vehicles or series thereof. Any such other investment company or pooled investment vehicle may (but need not) be a trust (formed under the laws of any state or jurisdiction) which is classified as a partnership for federal income tax purposes.