Fund Merger definition

Fund Merger means (A) with respect to each ’40 Act Management Fund which is an open-end Fund, the merger or reorganization of such Fund with and into a newly created “shell” fund which is a series of one of the Delaware statutory trusts listed on Section 1.01(a) of the Buyer Disclosure Schedule, it being understood and agreed that as a result of such merger or reorganization, (i) the board of trustees of such surviving series fund shall consist of those persons set forth on Section 1.01(a) of the Buyer Disclosure Schedule and (ii) such surviving series fund shall become (or shall already be) party to a New Advisory Contract with a Subsidiary of Buyer, such New Advisory Contract to be on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of such Fund’s Existing Advisory Contract as in effect on the date hereof and (B) with respect to each Fund that is Registered with any Government Entity as an investment fund (or the equivalent) and is not a ’40 Act Management Fund, a Japan Fund or a UIT Fund, the merger of such Fund (or a similar appropriate conversion or consolidation of such Fund or its assets and liabilities) with and into a newly created “shell” fund, it being understood and agreed that such surviving fund shall become (or shall already be) party to a New Advisory Contract with a Subsidiary of Buyer, such New Advisory Contract to be on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of the applicable Existing Advisory Contract in effect on the date hereof.

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Fund Merger means, with respect to each Fund, the reorganization of such Fund with and into the respective Buyer Fund set forth on Schedule 1.02 pursuant to a Fund Reorganization Agreement, it being understood and agreed that as a result of such reorganization, the board of trustees of such surviving Buyer Fund shall consist of the members of the board of trustees of such Buyer Fund immediately prior to such reorganization.

Fund Merger means, with respect to each U.S. Company Fund other than the Company Co-Branded Fund, the merger or reorganization of such U.S. Company Fund with and into a newly created “shell” Buyer Fund formed for the purpose of effecting the applicable Fund Merger, pursuant to an agreement and plan of reorganization in customary form, it being understood and agreed that as a result of such merger or reorganization, (i) the board of trustees of such surviving Buyer Fund shall consist of the members of the board of trustees of such Buyer Fund immediately prior to such merger or reorganization and such other persons as may be selected by the board of trustees of the Buyer Fund in its sole discretion, (ii) such surviving Buyer Fund shall become (or shall already be) party to both an Advisory Agreement and Administrative Services Agreement with a Subsidiary of Buyer, such agreements collectively to obligate the Subsidiary of Buyer to provide substantially similar services, on substantially similar advisory and non-advisory terms (and net fee terms no less favorable to the applicable investment adviser than) contained in the advisory agreement in effect for the applicable U.S. Company Fund that will merge into such Buyer Fund, and (iii) for two (2) years from the closing date of the Fund Merger, such advisory and non-advisory fee terms shall be no less favorable to such surviving Buyer Fund than the fee terms in effect on the closing date of the Fund Merger for each applicable U.S. Company Fund that merged into such Buyer Fund (after giving effect to any applicable fee waivers and/or reimbursement arrangements in effect on such closing date).

Examples of Fund Merger in a sentence

• The transactions contemplated by the Management Company Merger Agreement, the Contribution Agreement and the Investment Fund Merger Agreements shall have been consummated prior to the Merger, and the other Formation Transactions shall have been consummated not later than concurrently herewith.

• The net asset value of the Acquiring Fund Merger Shares shall be determined pursuant to the regular procedures of the investment adviser on behalf of the Funds.

• The net asset value per share of the Acquiring Fund Merger Shares and the net value of the assets of the Acquired Fund subject to this Agreement shall, in each case, be determined as of the Close of Trading on the NYSE on the Valuation Date, after the declaration and payment of any dividend on that date.

• The Acquiring Fund Merger Shares shall have been accepted for listing by NYSE American.

• The Acquiring Fund Merger Shares shall have been accepted for listing by NYSE American LLC.

• The Acquiring Fund Merger Shares shall have been accepted for listing by NYSE.

• The Trust shall advise DST of the date of such Fund Merger no less than five (5) business days before it occurs.

• In the event that the Company receives any payments from the Income Funds pursuant to Section 8.1(b) of the Income Fund Merger Agreements, the Company shall pay CNLRP an amount equal to one-half of all such payments .

• Any such amounts shall be paid by the Company to CNLRP, in immediately available funds, within two (2) business days after the receipt by the Company pursuant to Section 8.1(b) of the Income Fund Merger Agreements.

• In the event of termination, the Trust will promptly pay DST all amounts due to DST hereunder, including, if this Agreement is terminated by the Trust for any reason other than the Fund Merger or those set forth in Sections 22.B. hereof, the termination fee set forth in Exhibit A to this Agreement shall apply.

More Definitions of Fund Merger

Fund Merger means, with respect to each 40 Act ETF Fund, the merger or reorganization of such 40 Act ETF Fund with and into the respective Buyer Fund Series set forth on ‎Section 1.01(a) of the Buyer Disclosure Schedule pursuant to an agreement and plan of reorganization substantially similar to the Form of Fund Reorganization Agreement, it being understood and agreed that as a result of such merger or reorganization, (i) the board of trustees of such surviving Buyer Fund Series shall consist of the members of the board of trustees of such Buyer Fund immediately prior to such merger or reorganization, and (ii) such surviving Buyer Fund Series shall become (or shall already be) party to a New ETF Contract with a Subsidiary of Buyer, such New ETF Contract to be on terms substantially comparable (but having the same advisory fee and same aggregate non-advisory fees) to those of such ETF Fund’s Existing ETF Contract as in effect on the date hereof.