Morgan, Lewis & Bockius Sample Contracts

APNs: 162-29-302-001, 162-29-302-003, (December 9th, 2020)
Advisors' Inner Circle Fund IIIFORM OF OPINION (October 30th, 2020)
Advisors' Inner Circle Fund IIIFORM OF OPINION (October 28th, 2020)
APNs: 162-29-302-001, 162-29-302-003, (October 21st, 2020)
Pacer Funds TrustMorgan, Lewis & Bockius LLP Washington, DC 20004-2541 (October 13th, 2020)
Aquila Municipal TrustMorgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110 (August 12th, 2020)

This opinion is furnished to you pursuant to Paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of June 26, 2020, by and between Aquila Municipal Trust, a Massachusetts business trust (the “Successor Trust”), on behalf of Aquila Tax-Free Trust of Oregon, a series thereof (the “Successor Fund”), and The Cascades Trust, a Massachusetts business trust (the “Current Trust”), on behalf of its sole series, Aquila Tax-Free Fund of Oregon (the “Current Fund”). The Agreement contemplates (1) the transfer of all of the assets of the Current Fund to the Successor Fund solely in exchange for (a) the issuance to the Current Fund of Successor Fund Shares, including fractional Successor Fund Shares, of each class having an aggregate net asset value equal to the aggregate net asset value of the Current Fund attributable to the corresponding class of Current Fund Shares, as determined in the manner set forth in Paragraphs 2.1 and 2.2 of the Agreement, and (b) the assu

WisdomTree TrustMorgan, Lewis & Bockius LLP Washington, DC 20004-2541 (July 22nd, 2020)
APNs: 162-29-302-001, 162-29-302-003, (May 5th, 2020)
Pacer Funds TrustMorgan Lewis (December 16th, 2019)
CRM Mutual Fund TrustMorgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726] (August 14th, 2019)

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization, dated as of June 21, 2019 (the “Agreement”), by and among CRM Mutual Fund Trust, a Delaware statutory trust (the “Trust”), on behalf of its series CRM All Cap Value Fund (the “Acquiring Fund”), and CRM Large Cap Opportunity Fund (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

Invesco Db Base Metals FundMorgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004-2541 Tel. +1.202.373.6000 Fax: +1.202.373.6001 www.morganlewis.com (November 15th, 2018)
Manning & Napier Fund, Inc.Morgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001 (September 25th, 2018)
Manning & Napier Fund, Inc.Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.com (June 25th, 2018)

This opinion is furnished to you pursuant to paragraph 12 of the Agreement. You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Series and the Surviving Series that will consist of: (i) the transfer of all of the assets of the Acquired Series to the Surviving Series in exchange solely for shares of the Surviving Series (“Surviving Series Shares”), (ii) the assumption by the Surviving Series of all of the liabilities of the Acquired Series, and (iii) the distribution of the Surviving Series Shares to the shareholders of the Acquired Series in complete liquidation of the Acquired Series, all upon the terms and conditions set forth in the Agreement (the foregoing transactions, collectively, are referred to herein as the “Reorganization”).

PowerShares DB US Dollar Index Bullish FundMorgan, Lewis & Bockius LLP (February 9th, 2018)
Investment Managers Series TrustAGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (this Agreement) is made as of this 20th day of November, 2015, by and among Investment Managers Series Trust, a Delaware statutory trust ... (December 30th, 2016)
Destra Investment TrustAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 8th day of August, 2016 by Destra Investment Trust, a Massachusetts business trust (the "Acquiring Trust"), on behalf of Destra Focused ... (November 25th, 2016)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 8th day of August, 2016 by Destra Investment Trust, a Massachusetts business trust (the "Acquiring Trust"), on behalf of Destra Focused Equity Fund (the "Acquiring Fund"), a series of the Acquiring Trust, and Destra Investment Trust II, a Massachusetts business trust ("Trust II"), on behalf of Destra Focused Equity Fund (the "Target Fund"), a series of Trust II, and Destra Capital Advisors LLC, a Delaware limited liability company (for purposes of Section 9.1 of the Agreement only), the investment adviser to each of the Acquiring Fund and the Target Fund (the "Adviser"). The Acquiring Fund and the Target Fund may each be referred to herein as a "Fund" and may collectively be referred to herein as the "Funds." WHEREAS, this Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasur

Destra Investment TrustAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 8th day of August, 2016 by Destra Investment Trust, a Massachusetts business trust (the "Acquiring Trust"), on behalf of Destra Flaherty & ... (November 25th, 2016)

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 8th day of August, 2016 by Destra Investment Trust, a Massachusetts business trust (the "Acquiring Trust"), on behalf of Destra Flaherty & Crumrine Preferred and Income Fund (the "Acquiring Fund"), a series of the Acquiring Trust, and Destra Investment Trust II, a Massachusetts business trust ("Trust II"), on behalf of Destra Flaherty & Crumrine Preferred and Income Fund (the "Target Fund"), a series of Trust II, and Destra Capital Advisors LLC, a Delaware limited liability company (for purposes of Section 9.1 of the Agreement only), the investment adviser to each of the Acquiring Fund and the Target Fund (the "Adviser"). The Acquiring Fund and the Target Fund may each be referred to herein as a "Fund" and may collectively be referred to herein as the "Funds." WHEREAS, this Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Co

Pioneer Bond Fund /De/Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726 March 18, 2016 Pioneer Bond Fund 60 State Street Boston, Massachusetts 02109 Pioneer Series Trust IV 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is ... (November 4th, 2016)
Consulting Group Capital Markets FundsMorgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001 (March 28th, 2016)
Transamerica Series TrustMorgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com (January 15th, 2016)

This opinion is furnished to you pursuant to paragraph 8.4 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of December 23, 2015, by and among Transamerica Series Trust, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Exhibit A to the Agreement under the heading “Acquiring Portfolio/Classes” (the “Acquiring Portfolios”), and the Trust on behalf of each of its series listed on Exhibit A to the Agreement under the heading “Acquired Portfolio/Classes” (the “Acquired Portfolios”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of each Acquired Portfolio by the corresponding Acquiring Portfolio in exchange solely for (a) the assumption by the Trust, on behalf of the applicable Acquiring Portfolio, of the Liabilities of the corresponding Acquired Portfolio and (b) the issuance and delivery by the Trust, on behalf o

Transamerica FundsMorgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com (January 8th, 2016)

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of December 4, 2015, by and among Transamerica Funds, a Delaware statutory trust (the “Trust”), on behalf of its series Transamerica Flexible Income (the “Acquiring Fund”), and Transamerica Income Shares, Inc., a Maryland Corporation (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of the Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to the Acquired Fund, for distribution, in accordance with paragraph 1.3 of the Agreement, to the Acquired Fund Shareholders pro rata with respect to the Acquired Fund Shares in complete rede

Rydex Etf TrustRe: Agreement and Plan of Reorganization, dated [_____], 2016 (the “Plan”), adopted by the Board of Trustees of the Rydex ETF Trust (the “Trust”) for the reorganization of the Trust’s Guggenheim Russell 1000 Equal Weight ETF (the “Acquired Fund”) into ... (December 21st, 2015)

This opinion is furnished to you pursuant to paragraph 12(e) of the Plan. You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Fund and the Surviving Fund that will consist of: (i) the transfer of all of the assets of the Acquired Fund to the Surviving Fund in exchange solely for shares of the Surviving Fund (“Surviving Fund Shares”), (ii) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund, and (iii) the distribution of the Surviving Fund Shares to the shareholders of the Acquired Fund1 in complete liquidation of the Acquired Fund, all upon the terms and conditions set forth in the Plan (the “Reorganization”).

Investment Managers Series TrustMorgan, Lewis & Bockius llp One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com (December 16th, 2015)

This opinion is furnished to you pursuant to Section 2.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of November 20, 2015, by and among Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), on behalf of its series EP Emerging Markets Small Companies Fund (the “Acquiring Fund”), and the Trust on behalf of its series EP China Fund and EP Latin America Fund (each, an “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of each Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of that Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to that Acquired Fund, for distribution, in accordance with Section 1.2 of the Agreement, to the shareholders of record of that Acquired Fund

Advisors' Inner Circle Fund IIMorgan, Lewis & Bockius LLP MORGAN LEWIS 1701 Market Street Philadelphia, PA 19103-2921 www.morganlewis.com November 16, 2015 Board of Trustees The Advisors' Inner Circle Fund II One Freedom Valley Drive Oaks, PA 19456 Board of Trustees ALPS Series Trust ... (December 1st, 2015)
Manning & Napier Fund, Inc /Ny/Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel: +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.com (September 28th, 2015)

This opinion is furnished to you pursuant to paragraph 12(e) of the Plan. You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Series and the Surviving Series that will consist of: (i) the transfer of all of the assets of the Acquired Series to the Surviving Series in exchange solely for shares of the Surviving Series (“Surviving Series Shares”), (ii) the assumption by the Surviving Series of all of the liabilities of the Acquired Series, and (iii) the distribution of the Surviving Series Shares to the shareholders of the Acquired Series1 in complete liquidation of the Acquired Series, all upon the terms and conditions set forth in the Plan (the “Reorganization”).

Legg Mason Partners Institutional TrustExhibit (12) Morgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com (August 31st, 2015)

This opinion is furnished to you pursuant to paragraph 8.4 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of July 24, 2015, by and between Legg Mason Partners Institutional Trust, a Maryland statutory trust (the “Trust”), on behalf of Western Asset Institutional Tax Free Reserves, a series thereof (the “Acquiring Fund”), and the Trust, on behalf of Western Asset Institutional AMT Free Municipal Money Market Fund, another series thereof (the “Target Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the transfer of all of the Assets of the Target Fund to the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of the Target Fund and (b) the delivery by the Trust, on behalf of the Acquiring Fund, to the Target Fund, for distribution, in accordance with paragraph 1.5 of the Agreement, to the Target Fund Share

Transamerica FundsMorgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com (July 13th, 2015)

This opinion is furnished to you pursuant to paragraph 8.4 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of June 30, 2015, by and among Transamerica Funds, a Delaware statutory trust (the “Trust”), on behalf of its series Transamerica Dynamic Allocation (the “Acquiring Fund”), and the Trust on behalf of its series Transamerica Dynamic Allocation II (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of the Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to the Acquired Fund, for distribution, in accordance with paragraph 1.3 of the Agreement, to the Acquired Fund Shareholders pro rata with respect to each class of Acquired Fund S

Manning & Napier Fund, Inc /Ny/Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.com (June 19th, 2015)

This opinion is furnished to you pursuant to paragraph 12(e) of the Plan. You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Series and the Surviving Series that will consist of: (i) the transfer of all of the assets of the Acquired Series to the Surviving Series in exchange solely for shares of the Surviving Series (“Surviving Series Shares”), (ii) the assumption by the Surviving Series of all of the liabilities of the Acquired Series, and (iii) the distribution of the Surviving Series Shares to the shareholders of the Acquired Series1 in complete liquidation of the Acquired Series, all upon the terms and conditions set forth in the Plan (the “Reorganization”).

FelCor Lodging Trust IncMORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (June 9th, 2015)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of ____________, 2015 (the “Effective Date”), by [__________________________], a Delaware limited liability company (“Owner”), and [__________________________], a Delaware limited liability company (“Operator”) (Owner and Operator are collectively and together with their permitted successors and assigns, individually or collectively (as the context requires) referred to herein as “Mortgagor”), whose address is c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, Attention: General Counsel, as mortgagor, for the benefit of JPMORGAN CHASE BANK, N.A. (“Agent”), as Administrative Agent for the benefit of the Lenders (defined below) from time to time parties to the Credit Agreement (defined below) (Agent, in such capacity, together with its successors and assigns, “Mortgagee”), whose address is 383 Madison Avenue, New

StealthGas Inc.Morgan, Lewis & Bockius LLP New York, New York 10178 (December 24th, 2014)

Re: Rights Agreement, dated as of December 23, 2014, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”)

Rydex Series FundsMorgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 Tel: 215.963.5000 Fax: 215.963.5001 (July 16th, 2012)
Rydex Variable TrustMorgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 Tel: 215.963.5000 Fax: 215.963.5001 (July 16th, 2012)
MFS Variable Insurance Trust IiRe: Agreement and Plan of Reorganization dated as of November 17, 2011 (the “Plan”) related to the transfer of the assets of the Money Market Variable Account, High Yield Variable Account, Capital Appreciation Variable Account, Government Securities ... (December 19th, 2011)

You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Accounts and the Acquiring Funds that will consist of the restructuring of the Acquired Accounts as a unit investment trust (the “New UIT”) with sub-accounts corresponding to each Acquired Account, which restructuring will occur simultaneously with the following transactions: (i) the transfer of all of the assets of each Acquired Account to its respective Acquiring Fund in exchange solely for shares of the corresponding Acquiring Fund which shares will be received by the corresponding sub-account of the New UIT, and (ii) the assumption by each Acquiring Fund of the corresponding Acquired Account’s liabilities (other than liabilities associated with insurance obligations that will be assumed by the corresponding sub-accounts of the New UIT). All terms used herein, unless otherwise defined, are used as defined in the Agreement.

Schwab Capital TrustMorgan, Lewis & Bockius LLP (March 5th, 2010)

You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Fund and the Surviving Fund that will consist of: (i) the transfer of all of the assets of the Acquired Fund to the Surviving Fund in exchange solely for shares of the Surviving Fund (“Surviving Fund Shares”), (ii) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund, and (iii) the distribution of the Surviving Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all upon the terms and conditions set forth in the Plan (the “Reorganization”).

Aberdeen FundsMorgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 (November 25th, 2009)

You have requested our opinion as to certain U.S. federal income tax consequences of the reorganization of the Reorganizing Fund and the Surviving Fund (the “Reorganization”). The Reorganization will involve the transfer of all of the assets of a Reorganizing Fund to the Surviving Fund, a newly created series of the Aberdeen Trust, and the assumption of the liabilities of the Reorganizing Fund by the Surviving Fund in exchange for shares of beneficial interest of the Surviving Fund. These shares of the Surviving Fund will be distributed to the shareholders of the Reorganizing Fund, following which the Reorganizing Fund will be liquidated. In the distribution, holders of shares of the Reorganizing Fund will receive shares of the Surviving Fund.1