Common use of Reorganizations Clause in Contracts

Reorganizations. (a) Notwithstanding anything else contained herein but subject to applicable federal and state law and except as provided in Section 11.7, the Trustees may, without any Shareholder vote or approval, only upon approval of not less than 80% of the Trustees and 80% of the Continuing Trustees: (i) sell and convey all or substantially all of the assets of the Trust (or a segregated portfolio of assets thereof) to another entity that is a closed-end management company as defined in the 1940 Act for adequate consideration, which may include the assumption of all outstanding taxes and other liabilities, accrued or contingent, of the Trust and which may include shares of or interests in such entity; (ii) at any time sell and convert into money all or substantially all of the assets of the Trust; (iii) cause the Trust to merge or consolidate with or into, or be reorganized as, another trust, or a corporation, partnership, limited liability company, association or other organization, organized under the laws of Delaware or any other jurisdiction or a segregated portfolio of assets of any of the foregoing (each an “Entity”), if the surviving or resulting Entity is the Trust or another registered closed-end management company as defined in the 1940 Act (or a segregated portfolio of assets of such other management company); (iv) cause the Trust to merge or consolidate with or into, or be reorganized as, a newly organized Entity in a transaction or series of transactions intended to qualify as a reorganization under Section 368(a)(1)(F) of the Code, or a successor provision; (v) cause the Trust to incorporate under the laws of Delaware or any other jurisdiction; and/or (vi) cause to be organized, or assist in organizing, an Entity to acquire all or part of the Trust Property or to carry on any business in which the Trust directly or indirectly has any interest and to sell, convey and transfer all or part of the Trust Property to any such Entity in exchange for shares or other equity securities thereof or otherwise and to lend money to, subscribe for the shares or other equity securities of and enter into any contracts with any such Entity. The Trustees shall provide written notice to affected Shareholders of any transaction described in this Section 11.4. The transactions described in this Section 11.4 may be effected through share-for-share exchanges, transfers or sales of assets, shareholder in-kind redemptions and purchases, exchange offers or any other method the Trustees approve. (b) Upon making reasonable provision for the payment of all known liabilities of the Trust as described in either subparagraph (i) or (ii) of Section 11.4(a), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of the Trust; however, the payment to any particular series or class may be reduced by any fees, expenses or charges allocated to that class. Upon completion of the distribution of the remaining proceeds or assets pursuant to subparagraph (i) or (ii) above, the Trust shall terminate as set forth in Section 11.2 and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust as set forth in Section 11.2, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Delaware Statutory Trust Act, which certificate of cancellation may be signed by any one Trustee. (c) 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. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Statutory Trust Act, an agreement of merger, consolidation or sale of assets approved by the Trustees in accordance with this Section 11.4 may effect any amendment to the Declaration or effect the adoption of a new declaration of the Trust if it is the surviving or resulting trust in the merger or consolidation.

Reorganizations. (a) Notwithstanding anything else contained herein but subject to applicable federal and state law and except as provided in Section 11.7, the Trustees may, without any Shareholder vote or approval, only upon approval of not less than 80% of the Trustees and 80% of the Continuing Trustees: (i) sell and convey all or substantially all of the assets of the Trust (or a segregated portfolio of assets thereofthereof including any series or class) to another entity that is a closed-end management company as defined in the 1940 Act for adequate consideration, which may include the assumption of all outstanding taxes and other liabilities, accrued or contingent, of the Trust (or a series or class) and which may include shares of or interests in such entity; (ii) at any time sell and convert into money all or substantially all of the assets of the TrustTrust or a series or class; (iii) cause the Trust or a series or class to merge or consolidate with or into, or be reorganized as, another trust, or a corporation, partnership, limited liability company, association or other organizationbusiness entity, organized under the laws of Delaware or any other jurisdiction or a segregated portfolio of assets of any of the foregoing (each an “Entity”), if the surviving or resulting Entity is the Trust or another registered closed-end management company as defined in the 1940 Act (or a segregated portfolio of assets of such other management company); (iv) cause the Trust or a series or class to merge or consolidate with or into, or be reorganized as, a newly organized Entity in a transaction or series of transactions intended to qualify as a reorganization under Section 368(a)(1)(F) of the Code, or a successor provision; (v) cause the Trust or a series or class to incorporate under the laws of Delaware a state, commonwealth, possession or any other jurisdictioncolony of the United States; and/or (vi) cause to be organized, or assist in organizing, an Entity to acquire all or part of the Trust Property or to carry on any business in which the Trust or a series or class directly or indirectly has any interest and to sell, convey and transfer all or part of the Trust Property to any such Entity in exchange for shares or other equity securities thereof or otherwise and to lend money to, subscribe for the shares or other equity securities of and enter into any contracts with any such Entity. The Trustees shall provide written notice to affected Shareholders of any transaction described in this Section 11.4. The transactions described in this Section 11.4 may be effected through share-for-share exchanges, transfers or sales of assets, shareholder in-kind redemptions and purchases, exchange offers or any other method the Trustees approve. (b) Upon making reasonable provision for the payment of all known liabilities of the Trust as described in either subparagraph (i) or (ii) of Section 11.4(a), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of the TrustTrust or series or class thereof, as applicable; however, the payment to any particular series or class may be reduced by any fees, expenses or charges allocated to that series or class. Upon completion of the distribution of the remaining proceeds or assets of the Trust (including all series and classes) pursuant to subparagraph (i) or (ii) above, the Trust shall terminate be dissolved as set forth in Section 11.2 and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust as set forth in Section 11.2, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Delaware Statutory Trust Act, which certificate of cancellation may be signed by any one Trustee. (c) Any agreement of merger merger, reorganization, consolidation or consolidation conversion or exchange or certificate of merger merger, certificate of conversion or other applicable certificate may be signed by a majority of Trustees, the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Statutory Trust ActAct and notwithstanding anything to the contrary in this Declaration, an agreement of merger, consolidation or sale of assets approved by the Trustees in accordance with this Section 11.4 may effect any amendment to the Declaration or effect the adoption of a new declaration of the Trust if it is the surviving or resulting trust in the merger or consolidation.