AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 23rd, 2020 • Delaware Vip Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 23rd day of October, 2020 by and among: (i) each of the Delaware Funds by Macquarie open-end registered investment companies identified as an acquired trust on Exhibit A hereto (each an “Acquired Trust”), separately, on behalf of its respective series identified on Exhibit A hereto (each an “Acquired Fund”); and (ii) each of the corresponding Delaware Funds by Macquarie open-end registered investment companies identified as an acquiring trust on Exhibit A hereto (each an “Acquiring Trust”), separately, on behalf of its respective series identified on Exhibit A hereto (each an “Acquiring Fund”). Each Acquired and Acquiring Trust is a statutory trust created under the laws of the State of Delaware with its principal place of business at 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19106. Macquarie Investment Management Business Trust, on behalf of its series Delaware Management Company (“MIMBT”)
December 11, 2020Delaware Vip Trust • December 23rd, 2020
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of October 23, 2020; (b) the prospectus/information statement provided to shareholders of the Acquired Fund dated October 27, 2020; (c) certain representations concerning the Reorganization made to us by the Trust on behalf of the Acquired Funds and the Acquiring Funds, in a letter dated December 11, 2020 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
