Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class. (b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle. (c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 95 contracts
Samples: Agreement and Declaration of Trust (Exchange Place Advisors Trust), Declaration of Trust, Trust Agreement (OFI SteelPath Series Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)1) there are no Shareholders remaining in the Trust; and (2) upon the Trust having insufficient assets to make distributions to shareholders of the Trust as set forth in the registration statement applicable to the Trust. Any Series of Shares may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)I) there are no Shareholders remaining in such Series; (II) promptly following the termination date of such Series as set forth in the registration statement applicable to such Series; (III) upon liquidation of the Master Fund in which such Series invests; and (IV) upon such Series having insufficient assets to make distributions to shareholders of such Series as set forth in the registration statement applicable to such Series. Any Class may be terminated at any time and/or liquidated by the Trustees upon any of the following events: (without Shareholder approval). Any action A) there are no Shareholders remaining in such Class; and (B) upon such Class having insufficient assets to dissolve make distributions to shareholders of such Class as set forth in the Trust shall be deemed registration statement applicable to also be an action to dissolve each Series, and to terminate each such Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption or cancellation, as applicable, of the Shareholders of such Class effected pursuant to Section 6.2(b) or 6.2(c) ), respectively, of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Subject to Section 8.2(b), in the event that there are no individual shareholders of any Feeder Fund surviving on the date on which the Trustees liquidate the Trust pursuant to this Section 8.2, the Trust’s remaining assets on such date shall be donated to a charity as selected by the Trustees.
(d) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 44 contracts
Samples: Agreement and Declaration of Trust (Stone Ridge Investment Grade Income Longevity Trust 2045 65F), Agreement and Declaration of Trust (Stone Ridge Longevity Risk Premium Inflation-Linked Fixed Income Trust 2045 70F), Amended and Restated Agreement and Declaration of Trust (Stone Ridge Longevity Risk Premium Fixed Income Trust 75F)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of timein perpetuity. The Trust or any Series may be dissolved dissolved, and any Class may be terminated, at any time by the Trustees (without Shareholder approval). Any authorization or approval by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of Shares may be dissolved at any time by Class, to the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval)Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section § 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular applicable Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the assets held with respect to the affected Series to distributable form in cash or Shares (if any Series remain) cash, securities or other securitiesassets, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesShareholders, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust Fund shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, right title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b10.1(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of SharesSeries. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class effected pursuant to Section 6.2(c7.2(c) of this Declaration of Trust hereof, provided that the costs relating to the termination of such Series or Class shall be included in the determination of the net asset value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon dissolution of the Trust, following completion of winding up of the Trust’s businessits business and affairs, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 23 contracts
Samples: Agreement and Declaration of Trust (Federated Hermes Adviser Series), Agreement and Declaration of Trust (Federated Hermes Adviser Series), Agreement and Declaration of Trust (Federated Hermes Adviser Series)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class may be terminated and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve and/or liquidate each Series, and to terminate and/or liquidate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 20 contracts
Samples: Agreement and Declaration of Trust (Stone Ridge Trust), Amended and Restated Agreement and Declaration of Trust (Meketa Infrastructure Fund), Trust Agreement (Meketa Infrastructure Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust Trustees in their sole discretion may be dissolved at any time by terminate the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each ClassTrust.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite action by the Trustees to dissolve terminate the Trust or any one or more Series of SharesShares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust or such Series or Class held by the several Shareholders of the Trust or such Series or Class on the date of distribution. Thereupon, the Trust and/or or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties relating thereto or arising therefrom, and the right, title title, and interest of all parties with respect to the Trust and/or or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon termination of the Trust, following completion of winding up of the Trust’s its business, the Trustees shall cause a certificate of cancellation of the Trust’s 's Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 17 contracts
Samples: Trust Agreement (Evergreen Select Fixed Income Trust), Trust Agreement (Evergreen Fixed Income Trust), Trust Agreement (Amway Mutual Fund Inc)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust Trustees in their sole discretion may be dissolved at any time by terminate the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each ClassTrust.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite action by the Trustees to dissolve terminate the Trust or any one or more Series of SharesShares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust or such Series or Class held by the several Shareholders of the Trust or such Series or Class on the date of distribution. Thereupon, the Trust and/or or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties relating thereto or arising therefrom, and the right, title title, and interest of all parties with respect to the Trust and/or or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon termination of the Trust, following completion of winding up of the Trust’s 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 Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 12 contracts
Samples: Agreement and Declaration of Trust (Asset Allocation Trust - DE), Agreement and Declaration of Trust (Securian Funds Trust), Agreement and Declaration of Trust (Evergreen Select Money Market Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved terminated at any time by vote of a majority of the Shares of each Series entitled to vote, voting separately by Series, or by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any or Class thereof may be terminated at any time by vote of a majority of the Shares of such Series or Class entitled to vote or by the Trustees (without Shareholder approval). Any action by written notice to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Shareholders of such Series or Class.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite Shareholder vote or action by the Trustees to dissolve terminate the Trust or any one or more Series of Sharesor any Class thereof, after paying or otherwise providing for all charges, taxes, expenses expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust or such Series or Class held by the several Shareholders of the Trust or such Series or Class on the date of distribution. Thereupon, the Trust and/or or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title title, and interest of all parties with respect to the Trust and/or or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon termination of the Trust, following completion of winding up of the Trust’s 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 Act, which certificate Certificate of cancellation Cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 6 contracts
Samples: Trust Agreement (Beacon Pointe Multi-Alternative Fund), Agreement and Declaration of Trust (Total Fund Solution), Agreement and Declaration of Trust (Cantor Fitzgerald Sustainable Infrastructure Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved terminated at any time by vote of a majority of the Shares of each Series entitled to vote, voting separately by Series, or by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any or Class thereof may be terminated at any time by vote of a majority of the Shares of such Series or Class entitled to vote or by the Trustees (without Shareholder approval). Any action by written notice to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Shareholders of such Series or Class.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite Shareholder vote or action by the Trustees to dissolve terminate the Trust or any one or more Series of SharesShares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust or such Series or Class held by the several Shareholders of the Trust or such Series or Class on the date of distribution. Thereupon, the Trust and/or or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title title, and interest of all parties with respect to the Trust and/or or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon termination of the Trust, following completion of winding up of the Trust’s its business, the Trustees shall cause a certificate of cancellation of the Trust’s 's Certificate of Trust to be filed in accordance with the Delaware Act, which certificate Certificate of cancellation Cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 6 contracts
Samples: Trust Agreement (Equitable Premier Funds Trust), Trust Agreement (Investbio Opportunity Trust), Trust Agreement (Axa Premier Vip Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In Notwithstanding anything contained herein to the contrary of this Section 9.2 and in accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b9.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) 7.9 of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) . Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 5 contracts
Samples: Trust Agreement (Mason Capital Fund Trust), Trust Agreement (Mason Capital Fund Trust), Agreement and Declaration of Trust (X-Square Series Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any Class may be terminated at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the TrusteesTrustees in accordance with applicable law, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 5 contracts
Samples: Agreement and Declaration of Trust (Putnam ETF Trust), Agreement and Declaration of Trust (Putnam ETF Trust), Agreement and Declaration of Trust (American Century Etf Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class of any Series of Shares may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each ClassClass thereof.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesSeries involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any ClassClass of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any ClassClass of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
(d) The Trustees shall provide written notice to affected Shareholders of any transaction described in this Section 8.2.
Appears in 5 contracts
Samples: Agreement and Declaration of Trust (Milliman Variable Insurance Trust), Trust Agreement (Milliman Variable Insurance Trust), Agreement and Declaration of Trust (Ivy Variable Insurance Portfolios)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved terminated at any time by vote of a majority of the Shares of each Series entitled to vote, voting separately by Series, or by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any or Class thereof may be terminated at any time by vote of a majority of the Shares of such Series or Class entitled to vote or by the Trustees (without Shareholder approval). Any action by written notice to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Shareholders of such Series or Class.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite Shareholder vote or action by the Trustees to dissolve terminate the Trust or any one or more Series of SharesShares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust or such Series or Class held by the several Shareholders of the Trust or such Series or Class on the date of distribution. Thereupon, the Trust and/or or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties relating thereto or arising therefrom, and the right, title title, and interest of all parties with respect to the Trust and/or or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon termination of the Trust, following completion of winding up of the Trust’s 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 Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 3 contracts
Samples: Agreement and Declaration of Trust (Met Investors Series Trust), Agreement and Declaration of Trust (Metropolitan Series Fund), Trust Agreement (Metropolitan Series Fund Inc)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of timein perpetuity. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders of such Series. Any Class may be terminated at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of SharesSeries, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or t such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon the completion of winding up of the Trust’s businessbusiness and affairs following the dissolution of the Trust, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 3 contracts
Samples: Agreement and Declaration of Trust, Trust Agreement (Symmetry Panoramic Trust), Agreement and Declaration of Trust (1290 Funds)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of timein perpetuity. The Trust or any Series may be dissolved dissolved, and any Class may be terminated, at any time by the Trustees (without Shareholder approval). Any approval or consent by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of Shares may be dissolved at any time by Class, to the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval)Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, Series and to terminate each Class.
(b) In accordance with Section § 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of SharesSeries, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular applicable Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the assets held with respect to the affected Series to distributable form in cash or Shares (if any Series remain) cash, securities or other securitiesassets, or any combination thereof, and distribute the proceeds to the Shareholders of all Series or the Trust or any applicable Series, ratably according to the number of Shares of the Trust all or such Series held by the several Shareholders of the Trust all or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, right title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b10.1(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of SharesSeries. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class effected pursuant to Section 6.2(c7.2(c) of this Declaration of Trust hereof, provided that the costs relating to the dissolution of such Series or termination of such Class shall be included in the determination of the net asset value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with Series, or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon dissolution of the Trust, following completion of winding up of the Trust’s businessits business and affairs, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 3 contracts
Samples: Agreement and Declaration of Trust (Carillon Series Trust), Agreement and Declaration of Trust (Eagle Series Trust), Trust Agreement (Permanent Portfolio Family of Funds Inc)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of time. The Trust or any Series may be dissolved at and any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval)approval or consent by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of any Class to the Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular applicable Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of SharesSeries. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class effected pursuant to Section 6.2(c6.2(d) of this Declaration of Trust provided that the costs relating to the dissolution of such Series or termination of such Class shall be included in the determination of the net asset value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon dissolution of the Trust, following completion of winding up of the Trust’s businessbusiness and affairs, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 3 contracts
Samples: Agreement and Declaration of Trust (American Beacon Apollo Total Return Fund), Agreement and Declaration of Trust (American Beacon Apollo Total Return Fund), Agreement and Declaration of Trust (American Beacon Sound Point Enhanced Income Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any Class may be terminated at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, Series and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing making reasonable provision to pay for all charges, taxes, expenses claims and liabilities, whether due or accrued or anticipatedobligations, of the Trust or Series, as applicable, including all contingent, conditional or unmatured claims and obligations, in accordance with Section 3808 of the particular Series as may be determined by the TrusteesDelaware Act, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or (if it has dissolved) and/or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or (if it has dissolved) and/or any applicable Series, Series ratably according to the number of Shares of the Trust or such Series Series, as applicable, held by the several Shareholders of the Trust or such Series on the date of distribution; provided that in connection with any such liquidation and distribution of securities, if a Shareholder does not hold its Shares in an account that can accept the securities being distributed (and has no alternative arrangement for the disposition of such securities), then such Shareholder shall not receive a distribution of such securities and in lieu thereof shall receive a distribution of cash equal to the net asset value of its Shares. Thereupon, the Trust (if it has dissolved) and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series Series, as applicable, shall be canceled and dischargeddischarged and such Series shall terminate and/or if the Trust has dissolved the Trustees shall cause a certificate of cancellation of the Trust's Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, and upon the filing of such certificate of cancellation, the Trust shall terminate. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c2(c) of Article VI of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). .
(c) In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up . If after the termination of the Trust’s businessTrust or any Series, the Trustees shall cause a certificate existence of cancellation any assets of the Trust’s Certificate Trust or such Series becomes known to the officers or other agents or representatives of the Trust to be filed in accordance with the Delaware Actor such Series, which certificate of cancellation such officers, agents or representatives may be signed by any one Trustee. Upon the filing dispose of such certificate of cancellation, the Trust assets as they shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and dischargeddetermine in their sole discretion.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (PGIM Rock ETF Trust), Trust Agreement (PGIM Rock ETF Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class of any Series of Shares may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve terminate each Series, Series and each Class thereof. Any action to terminate any Series shall be deemed to also be an action to terminate each ClassClass thereof.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or terminate any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesSeries involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled cancelled and discharged. Upon the requisite action by the Trustees to terminate any ClassClass of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b1(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or termination of any Series of SharesSeries. Alternatively, in connection with the termination of any ClassClass of any Series, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Article VI, Section 6.2(c) 2 of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Series or Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled cancelled and discharged.
Appears in 2 contracts
Samples: Declaration of Trust (Allianz Variable Insurance Products Fund of Funds Trust), Agreement and Declaration of Trust (Allianz Variable Insurance Products Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)1) there are no Shareholders remaining in the Trust; and (2) upon the Trust having insufficient assets to make distributions to shareholders of the Trust as set forth in the registration statement applicable to the Trust. Any Series of Shares may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)I) there are no Shareholders remaining in such Series; (II) promptly following the termination date of such Series as set forth in the registration statement applicable to such Series; and (III) upon such Series having insufficient assets to make distributions to shareholders of such Series as set forth in the registration statement applicable to such Series. Any Class may be terminated at any time and/or liquidated by the Trustees upon any of the following events: (without Shareholder approval). Any action A) there are no Shareholders remaining in such Class; and (B) upon such Class having insufficient assets to dissolve make distributions to shareholders of such Class as set forth in the Trust shall be deemed registration statement applicable to also be an action to dissolve each Series, and to terminate each such Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Subject to Section 8.2(b), in the event that there are no individual shareholders of any Series surviving on the date on which the Trustees liquidate the Trust pursuant to this Section 8.2, the Trust’s remaining assets on such date shall be donated to a charity as selected by the Trustees.
(d) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Third Amended and Restated Agreement and Declaration of Trust (LifeX Income Trust 1948F), Second Amended and Restated Agreement and Declaration of Trust (LifeX Income Trust 1948F)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class may be terminated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Trust Agreement (Oppenheimer High Yield Opportunities Fund), Trust Agreement (Oppenheimer Global High Yield Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of timein perpetuity. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders of such Series. Any Class may be terminated at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of SharesSeries, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon the completion of winding up of the Trust’s businessbusiness and affairs following the dissolution of the Trust, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (1290 Funds), Agreement and Declaration of Trust (1290 Funds)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution; provided that in connection with any such liquidation and distribution of securities, if a Shareholder does not hold its Shares in an account that can accept the securities being distributed (and has no alternative arrangement for the disposition of such securities), then such Shareholder shall not receive a distribution of such securities and in lieu thereof shall receive a distribution of cash equal to the net asset value of its Shares. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Calamos Antetokounmpo Sustainable Equities Trust), Agreement and Declaration of Trust (Calamos Antetokounmpo Sustainable Equities Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of time. The Trust or any Series may be dissolved at and any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval)approval or consent by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of any Class to the Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular applicable Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of SharesSeries. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class effected pursuant to Section 6.2(c6.2(d) of this Declaration of Trust provided that the costs relating to the dissolution of such Series or termination of such Class shall be included in the determination of the net asset value Net Asset Value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon dissolution of the Trust, following completion of winding up of the Trust’s businessbusiness and affairs, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Declaration of Trust (American Beacon Sound Point Enhanced Income Fund), Amended and Restated Agreement and Declaration of Trust (American Beacon Apollo Total Return Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class, thereof.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesSeries involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any ClassClass of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any ClassClass of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Trust Agreement (Ivy NextShares), Agreement and Declaration of Trust (Ivy Funds Inc)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of time. The Trust may be dissolved terminated at any time by vote of a majority of the Shares of each Series entitled to vote, voting separately by Series, or by the Trustees (without Shareholder approval)approval or consent by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any or Class thereof may be terminated at any time by a vote of a majority of the Shares of such Series or Class entitled to vote or by the Trustees (without Shareholder approval)approval or consent by written notice to the Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite Shareholder vote or action by the Trustees to dissolve terminate the Trust or any one or more Series of Sharesor any Class thereof, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust all or such Series or Class held by the several Shareholders of the Trust all or such Series or Class on the date of distribution. Thereupon, the Trust and/or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate Certificate of cancellation Cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Eq Advisors Trust), Trust Agreement (Eq Advisors Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)1) there are no Shareholders remaining in the Trust; and (2) upon the Trust having insufficient assets to make distributions to shareholders of the Trust as set forth in the registration statement applicable to the Trust. Any Series of Shares may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)I) there are no Shareholders remaining in such Series; (II) promptly following the termination date of such Series as set forth in the registration statement applicable to such Series; and (III) upon such Series having insufficient assets to make distributions to shareholders of such Series as set forth in the registration statement applicable to such Series. Any Class may be terminated at any time and/or liquidated by the Trustees upon any of the following events: (without Shareholder approval). Any action A) there are no Shareholders remaining in such Class; and (B) upon such Class having insufficient assets to dissolve make distributions to shareholders of such Class as set forth in the Trust shall be deemed registration statement applicable to also be an action to dissolve each Series, and to terminate each such Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, (i) first to Shareholders of the outstanding Preferred Shares in an amount for each such outstanding Preferred Share equal to the Liquidation Preference and (ii) second to Shareholders of the outstanding Common Shares ratably according to the number of Common Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption or cancellation, as applicable, of the Shareholders of such Class effected pursuant to Section 6.2(c6.3(b) or 6.3(c), respectively, of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Subject to Section 8.2(b), in the event that there are no individual shareholders of any Feeder Fund surviving on the date on which the Trustees liquidate the Trust pursuant to this Section 8.2, the Trust’s remaining assets on such date shall be donated to a charity as selected by the Trustees.
(d) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 2 contracts
Samples: Second Amended and Restated Agreement and Declaration of Trust (Stone Ridge Longevity Risk Premium Fixed Income Master Trust), Amended and Restated Agreement and Declaration of Trust (Stone Ridge Longevity Risk Premium Fixed Income Master Trust 2045)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class may be terminated and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve and/or liquidate each Series, and to terminate and/or liquidate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Stone Ridge Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, The Sponsor may terminate the Trust shall continue without limitation of time. The Trust may be dissolved or any Series or Class at any time by for any reason in its sole discretion, however, notwithstanding the Trustees foregoing, if the Trust (without Shareholder approval). Any or a Series as the case may be) fails to qualify for treatment or ceases to be treated as a “grantor trust” under the Code or any comparable provision of the laws of any State or other jurisdiction where that treatment is sought, the Sponsor will evaluate whether it is advisable and the best interest of the Shareholders to terminate the Trust or any Series thereof as a result of such tax treatment or change in tax treatment, reorganize a Series into a new Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, or continue the Trust and to terminate each ClassSeries without further action.
(b) In accordance Written notice of termination with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds respect to the Shareholders Trust, Series or Class, specifying the anticipated date of termination and the Trust or any applicable Series, ratably according to anticipated period during which the number of Shares assets of the Trust or such Series held will be liquidated, generally shall be given by the several Sponsor to Shareholders of the Trust or Series, as applicable, at least thirty (30) days prior to termination of the Trust, Series or Class. Within a reasonable period of time after such termination the Sponsor shall, subject to any applicable provisions of law, sell all of the gold bullion not already distributed to Authorized Participants redeeming Creation Units, as provided herein, if any, in such a manner so as to effectuate orderly sales and a minimal market impact, and may thereafter hold the net proceeds of any such sale, together with any other cash then held by it under this Trust Agreement, uninvested and without liability for interest, for the pro rata benefit of the beneficial owners of Shares that had not theretofore been redeemed. The Sponsor shall not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the provisions of this Section 8.01. The Sponsor may suspend its sales of the gold bullion upon the occurrence of unusual or unforeseen circumstances, including, but not limited to, a suspension in trading of gold. Upon receipt of proceeds from the sale of the last gold bullion held hereunder, the Sponsor shall:
(i) pay to itself individually from the Trust an amount equal to the sum of (1) any compensation due it for extraordinary or other services, (2) any advances made but not yet repaid and (3) reimbursement of any other disbursements as provided herein;
(ii) deduct from the Trust any amounts which it, in its sole discretion, shall deem necessary or appropriate to pay on behalf of the Trust and each Series or Class, any applicable taxes or other governmental charges that may be payable by the Trust or such Series on the date of distribution. Thereupon, the Trust and/or and any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further other contingent or future liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any a Series of Shares. Alternatively, or Class;
(iii) distribute each Shareholder’s interest in connection with the termination of any Class, the Trustees may treat such termination as a redemption remaining assets of the Shareholders Trust; and
(iv) disseminate to each Shareholder a final statement as of such Class effected pursuant to Section 6.2(c) the date of this Declaration the computation of Trust provided that the costs relating amount distributable to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicleShareholders.
(c) Following Upon termination of the Trust, following completion of winding up of the Trust’s its business, the Trustees Trustee, upon written directions of the Sponsor, shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Trust Agreement (Franklin Templeton Holdings Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class may be terminated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Trust Agreement (Salient MF Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of time. The Trust or any Series may be dissolved at and any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval)approval or consent by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of any Class to the Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular applicable Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of SharesSeries. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the dissolution of such Series or termination of such Class shall be included in the determination of the net asset value Net Asset Value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon dissolution of the Trust, following completion of winding up of the Trust’s businessbusiness and affairs, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (American Beacon Institutional Funds Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of time. The Trust or any Series may be dissolved at and any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may my be terminated at any time by the Trustees (without Shareholder approval)approval or consent by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of any Class to the Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular applicable Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of SharesSeries. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the dissolution of such Series or termination of such Class shall be included in the determination of the net asset value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon dissolution of the Trust, following completion of winding up of the Trust’s businessbusiness and affairs, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (American Beacon Institutional Funds Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class may be terminated and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve and/or liquidate each Series, and to terminate and/or liquidate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.this
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Stone Ridge Trust VIII)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class may be terminated and/or liquidated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve and/or liquidate each Series, and to terminate and/or liquidate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of Shares of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Finite Solar Finance Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust Trustees in their sole discretion may be dissolved at any time by terminate the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each ClassTrust.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite action by the Trustees to dissolve terminate the Trust or any one or more Series of SharesShares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be maybe determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust or such Series or Class held by the several Shareholders of the Trust or such Series or Class on the date of distribution. Thereupon, the Trust and/or or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties relating thereto or arising therefrom, and the right, title tide, and interest of all parties with respect to the Trust and/or or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon termination of the Trust, following completion of winding up of the Trust’s its business, the Trustees shall cause a certificate of cancellation of the Trust’s 's Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Declaration of Trust (USAllianz Variable Insurance Products Fund of Funds Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)1) there are no Shareholders remaining in the Trust; and (2) upon the Trust having insufficient assets to make distributions to shareholders of the Trust as set forth in the registration statement applicable to the Trust. Any Series of Shares may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)I) there are no Shareholders remaining in such Series; (II) promptly following the termination date of such Series as set forth in the registration statement applicable to such Series; and (III) upon such Series having insufficient assets to make distributions to shareholders of such Series as set forth in the registration statement applicable to such Series. Any Class may be terminated at any time and/or liquidated by the Trustees upon any of the following events: (without Shareholder approval). Any action A) there are no Shareholders remaining in such Class; and (B) upon such Class having insufficient assets to dissolve make distributions to shareholders of such Class as set forth in the Trust shall be deemed registration statement applicable to also be an action to dissolve each Series, and to terminate each such Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b8.2(a) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Subject to Section 8.2(b), in the event that there are no individual shareholders of any Series surviving on the date on which the Trustees liquidate the Trust pursuant to this Section 8.2, the Trust’s remaining assets on such date shall be donated to a charity as selected by the Trustees.
(d) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, Series and to terminate each ClassClass thereof.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesSeries involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any ClassClass of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any ClassClass of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c2(c) of Article VI of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s 's business, the Trustees shall cause a certificate of cancellation of the Trust’s 's Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon termination of the filing of such certificate of cancellation, the Trust shall terminateTrust, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Restated Agreement and Declaration of Trust (Jennison 20/20 Focus Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class, thereof.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesSeries involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any ClassClass of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any ClassClass of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust Agreement provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust and each Series shall continue without limitation of timein perpetuity. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders of such Series. Any Class may be terminated at any time by the Trustees (without Shareholder approval)approval or consent, irrespective of any adverse affect upon a Shareholder, by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of SharesSeries, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or t such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b9.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon the completion of winding up of the Trust’s businessbusiness and affairs following the dissolution of the Trust, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class of any Series of Shares may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class, thereof.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesSeries involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any ClassClass of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any ClassClass of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Ivy NextShares)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any Class may be terminated at any time by the Trustees (without Shareholder approvalapproval or prior notice). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, Series and to terminate each Class.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing making reasonable provision to pay for all charges, taxes, expenses claims and liabilities, whether due or accrued or anticipatedobligations, of the Trust or Series, as applicable, including all contingent, conditional or unmatured claims and obligations, in accordance with Section 3808 of the particular Series as may be determined by the TrusteesDelaware Act, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or (if it has dissolved) and/or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or (if it has dissolved) and/or any applicable Series, Series ratably according to the number of Shares of the Trust or such Series Series, as applicable, held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust (if it has dissolved) and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series Series, as applicable, shall be canceled and dischargeddischarged and such Series shall terminate and/or if the Trust has dissolved the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, and upon the filing of such certificate of cancellation, the Trust shall terminate. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c2(c) of Article VI of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). .
(c) In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up . If after the termination of the Trust’s businessTrust or any Series, the Trustees shall cause a certificate existence of cancellation any assets of the Trust’s Certificate Trust or such Series becomes known to the officers or other agents or representatives of the Trust to be filed in accordance with the Delaware Actor such Series, which certificate of cancellation such officers, agents or representatives may be signed by any one Trustee. Upon the filing dispose of such certificate of cancellation, the Trust assets as they shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and dischargeddetermine in their sole discretion.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Pgim Etf Trust)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)1) there are no Shareholders remaining in the Trust; and (2) upon the Trust having insufficient assets to make distributions to shareholders of the Trust as set forth in the registration statement applicable to the Trust. Any Series of Shares may be dissolved at any time and thereafter liquidated and terminated by the Trustees upon any of the following events: (without Shareholder approval)I) there are no Shareholders remaining in such Series; (II) promptly following the termination date of such Series as set forth in the registration statement applicable to such Series; and (III) upon such Series having insufficient assets to make distributions to shareholders of such Series as set forth in the registration statement applicable to such Series. Any Class may be terminated at any time and/or liquidated by the Trustees upon any of the following events: (without Shareholder approval). Any action A) there are no Shareholders remaining in such Class; and (B) upon such Class having insufficient assets to dissolve make distributions to shareholders of such Class as set forth in the Trust shall be deemed registration statement applicable to also be an action to dissolve each Series, and to terminate each such Class.
(b) In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, Shares after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b8.2(a) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion Subject to Section 8.2(b), in the event that there are no individual shareholders of winding up of any Series surviving on the Trust’s business, date on which the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, liquidate the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect pursuant to the Trust shall be canceled and discharged.this Section
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Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust or any Series or Class may be dissolved at any time only by a Majority Shareholder Vote; provided, however, that where the assets of the Trust, Series or Class are less than $100,000,000, the Trustees (may dissolve the Trust, Series or Class without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In Notwithstanding anything contained herein to the contrary of this Section 8.2 and in accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
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Samples: Agreement and Declaration of Trust (Goldman Sachs ETF Trust II)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Series. Any Class of any Series of Shares may be terminated at any time by the Trustees (without Shareholder approval)by written notice to the Shareholders of such Class. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, Series and to terminate each ClassClass thereof.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable SeriesSeries involved, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution, subject to Article VI, Section 1(b). Thereupon, the Trust and/or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any ClassClass of any Series of Shares, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any ClassClass of any Series of Shares, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c2(c) of Article VI of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon termination of the filing of such certificate of cancellation, the Trust shall terminateTrust, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
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Samples: Agreement and Declaration of Trust (Prudential Series Fund)
Termination of the Trust or Any Series or Class. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved terminated at any time by vote of a majority of the Shares of each Series entitled to vote, voting separately by Series, or by the Trustees (without Shareholder approval)by written notice to the Shareholders. Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any or Class thereof may be terminated at any time by vote of a majority of the Shares of such Series or Class entitled to vote or by the Trustees (without Shareholder approval). Any action by written notice to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Shareholders of such Series or Class.
(b) In accordance with Section 3808 of the Delaware Act, upon Upon the requisite Shareholder vote or action by the Trustees to dissolve terminate the Trust or any one or more Series of SharesShares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remainremains) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust Series or any applicable SeriesClasses involved, ratably according to the number of Shares of the Trust or such Series or Class held by the several Shareholders of the Trust or such Series or Class on the date of distribution. Thereupon, the Trust and/or or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title title, and interest of all parties with respect to the Trust and/or or such Series or Class shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(c) Following Upon termination of the Trust, following completion of winding up of its business and in accordance with Section 3808 of the Trust’s businessDelaware Act, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate Certificate of cancellation Cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
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