Reorganization Agreement Sample Contracts

September 9, 2002
Reorganization Agreement • September 9th, 2002 • Morgan Stanley Tax Exempt Securities Trust
AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • May 26th, 2016 • John Hancock Funds III • Massachusetts

This Agreement and Plan of Reorganization (the “Agreement”) is made as of April 22, 2016, by and between John Hancock Select Growth Fund (the “Acquired Fund”), a series of John Hancock Funds III (the “Trust”), a Massachusetts business trust, and John Hancock Strategic Growth Fund (the “Acquiring Fund”), a series of the Trust.

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • September 26th, 2008 • Phoenix Ca Tax-Exempt Bond Fund • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 31 st day of May, 2007, by and between Phoenix Opportunities Trust a Delaware statutory trust (the “Acquiring Trust”), with its principal place of business at 101 Munson Street, Greenfield, Massachusetts 01301, on behalf of the Phoenix CA Tax-Exempt Bond Fund (the “Acquiring Fund”), a separate series of the Acquiring Trust, and Phoenix CA Tax-Exempt Bond Fund, a Delaware statutory trust (the “Acquired Fund”).

RECITAL
Reorganization Agreement • April 10th, 2002 • Wave Power Net Inc • Fabricated rubber products, nec • Delaware
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • October 7th, 2014 • Huntington Funds • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 22nd day of September, 2014, by and between The Huntington Funds, a Delaware statutory trust, with its principal place of business at 2960 N. Meridian Street, Suite 300, Indianapolis, IN 46208 (the “Trust”), with respect to its Huntington Global Select Markets Fund (the “Acquiring Fund”), and the Trust, with respect to its Huntington International Equity Fund (the “Selling Fund”).

REORGANIZATION AGREEMENT by and between LIBERTY MEDIA CORPORATION and ATLANTA BRAVES HOLDINGS, INC. Dated as of June 28, 2023
Reorganization Agreement • July 18th, 2023 • Liberty Media Corp • Television broadcasting stations • Nevada

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of June 28, 2023, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty Media”), and ATLANTA BRAVES HOLDINGS, INC., a Nevada corporation (“SplitCo”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

AGREEMENT
Reorganization Agreement • June 27th, 2006 • Alanco Technologies Inc • Computer storage devices • Arizona
AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • May 31st, 2024 • T. Rowe Price Retirement Funds, Inc.

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made this 26th day of June, 2023, by and between (i) T. Rowe Price Retirement Funds, Inc., a corporation organized and existing under the laws of Maryland (the “Corporation”), on behalf of each of its series listed on Exhibit A as an “Acquired Fund” (each an “Acquired Fund” and collectively the “Acquired Funds”), and (ii) the Corporation, on behalf of each of its series listed on Exhibit A as an “Acquiring Fund” (each an “Acquiring Fund” and collectively the “Acquiring Funds”). All references in this Agreement to the Acquired Funds and the Acquiring Funds are, as applicable, to each Acquired Fund and its corresponding Acquiring Fund, respectively, as if this Agreement were executed solely by each such Acquired Fund and its corresponding Acquiring Fund.

ITEM 77M: Mergers Van Kampen Ohio Quality Municipal Trust (the "Acquiring Fund") On September 23, 2005, at a Special Meeting of Shareholders of Van Kampen Ohio Value Municipal Income Trust (the "Target Fund"), shareholders of the Target Fund approved...
Reorganization Agreement • June 22nd, 2006 • Van Kampen Ohio Quality Municipal Trust

On September 23, 2005, at a Special Meeting of Shareholders of Van Kampen Ohio Value Municipal Income Trust (the "Target Fund"), shareholders of the Target Fund approved an Agreement and Plan of Reorganization (the "Reorganization Agreement") between the Acquiring Fund and the Target Fund, pursuant to which substantially all of the assets of the Target Fund would be combined with those of the Acquiring Fund and shareholders of the Target Fund would receive shares of the Acquiring Fund with a value equal to the value of their holdings in the Target Fund (the "Reorganization"). The Reorganization Agreement was unanimously approved by the Board of Trustees on February 3, 2005.

Agreement and Plan of Reorganization
Reorganization Agreement • May 25th, 2022 • Columbia Funds Series Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of October 5, 2021 (the “Agreement”), is by and among the Target Company, as defined below, on behalf of each of its series that is a Target Fund, as defined below, the Acquiring Company, as defined below, on behalf of each of its series that is an Acquiring Fund, as defined below, and, for purposes of paragraphs 6.8, 10.2, 12.2 and 15 of this Agreement only, BMO Asset Management Corp. (“BMO AM”), the investment adviser of each Target Fund and Bank of Montreal (“BMO Parent” and, together with BMO AM, “BMO”), and for purposes of paragraphs 10.2, 12.2 and 15 of this Agreement only, Columbia Management Investment Advisers, LLC (“Columbia Threadneedle”), the investment adviser to each Acquiring Fund.

BY AND AMONG
Reorganization Agreement • December 11th, 1997 • Pentegra Dental Group Inc • Services-offices & clinics of doctors of medicine • Texas
AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • August 21st, 2024 • Mainstay Funds Trust • Delaware

This Agreement and Plan of Reorganization (“Agreement”) is made as of July 19, 2024 by and between Aquila Municipal Trust, a Massachusetts business trust (“AMT”), on behalf of its series, the Aquila Tax-Free Trust of Arizona (the “Acquired Fund”), and MainStay Funds Trust, a Delaware statutory trust (“MainStay Funds”), on behalf of its series, the MainStay MacKay Arizona Muni Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”). New York Life Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“New York Life Investments”), joins this Agreement solely for purposes of paragraphs 4.4 and 8.2; and Aquila Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“AIM”), joins this Agreement solely for purposes of paragraph 4.3.

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • November 14th, 2024 • James Alpha Funds Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this 1st day of October, 2024 by and among: (i) Managed Portfolio Series, an open-end registered investment company (the “Target Entity”), separately on behalf of its respective series identified on Exhibit A hereto (each a “Target Fund”); and (ii) Easterly Funds Trust, an open-end registered investment company (the “Acquiring Entity”), separately, on behalf of its respective series identified on Exhibit A hereto (each an “Acquiring Fund”). For convenience, the balance of this Agreement (except as otherwise indicated) refers to only a single Reorganization, one Target Fund and one Acquiring Fund, but the terms and conditions hereof apply separately to each Reorganization and the Funds participating therein. Easterly Investment Partners LLC (“Easterly”) joins this Agreement solely for purposes of Sections 5.1(j), 5.1(q), 9.1, 14, 15.3 and 16.2. Principal Street Partners, LLC (“Principal Street”) joins this agreemen

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • October 8th, 2015 • Thrivent Series Fund Inc • Minnesota

This Agreement and Plan of Reorganization (the “Agreement”) is made as of August 7, 2015 by Thrivent Series Fund, Inc. (the “Fund”), a Minnesota corporation, on behalf of its series, Thrivent Small Cap Stock Portfolio (the “Acquiring Portfolio”) and Thrivent Partner Small Cap Growth Portfolio (the “Target Portfolio”).

AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • October 27th, 2011 • Fidelity Concord Street Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of January 18, 2011, by and between Fidelity Congress Street Fund, a Massachusetts business trust, on behalf of its series Fidelity Congress Street Fund (the Acquired Fund), and Fidelity Concord Street Trust, a Massachusetts business trust, on behalf of its series Spartan 500 Index Fund (the Acquiring Fund). Fidelity Congress Street Fund and Fidelity Concord Street Trust may be referred to herein collectively as the "Trusts" or each individually as a "Trust." The Trusts are duly organized business trusts under the laws of the Commonwealth of Massachusetts with their principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as the "Funds" or each individually as the "Fund."

REORGANIZATION AGREEMENT between LIBERTY INTERACTIVE CORPORATION and COMMERCEHUB, INC. Dated as of July 15, 2016
Reorganization Agreement • July 26th, 2016 • CommerceHub, Inc. • Services-prepackaged software • Delaware

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of July 15, 2016, is entered into by and between LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (“LIC”), and COMMERCEHUB, INC., a Delaware corporation (“Spinco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

EX-2.1 2 d508867dex21.htm EX-2.1 EXECUTION VERSION REORGANIZATION AGREEMENT between LIBERTY GLOBAL PLC and LIBERTY LATIN AMERICA LTD. Dated as of December 29, 2017 Page EXHIBIT A – Form of Facilities Sharing Agreement EXHIBIT B – Form of Sublease...
Reorganization Agreement • May 5th, 2020 • Delaware

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of December 29, 2017, is entered into by and between LIBERTY GLOBAL PLC, a public limited company organized under the laws of England and Wales (“LGP”), and Liberty Latin America Ltd., an exempted Bermuda company limited by shares (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

FORM OF REORGANIZATION AGREEMENT between LIBERTY MEDIA CORPORATION and LIBERTY BROADBAND CORPORATION Dated as of [·], 2014
Reorganization Agreement • October 15th, 2014 • Liberty Broadband Corp • Cable & other pay television services • Delaware

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [·], 2014, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (“LMC”), and LIBERTY BROADBAND CORPORATION, a Delaware corporation (“Spinco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Chicago New York Washington, DC London San Francisco Los Angeles Singapore Dallas vedderprice.com
Reorganization Agreement • March 3rd, 2022 • Columbia Funds Series Trust

The Reorganizations will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of October 5, 2021, entered into by the Acquiring Company, on behalf of the Acquiring Funds, and the Target Company, on behalf of the Target Funds, and for purposes of paragraphs 6.8, 10.2, 12.2 and 15 thereof only, BMO Asset Management Corp, and for purposes of paragraphs 10.2, 12.2 and 15 thereof only, Columbia Management Investment Advisers, LLC (the “Plan”). Each Reorganization contemplates the transfer of all the assets of the Target Fund to its corresponding Acquiring Fund as set forth on Schedule A solely in exchange for voting common shares of beneficial interest (“Acquisition Shares”) of the corresponding Acquiring Fund and the assumption by the corresponding Acquiring Fund of all the Obligations (as defined in the Plan) of the Target Fund. As part of each Reorganization, the Target Fund will immediately thereafter distribute pro rata, by class, to its shareholders of record

October 3, 2002
Reorganization Agreement • October 3rd, 2002 • Morgan Stanley High Yield Securities Inc
AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • October 8th, 2015 • Thrivent Mutual Funds • Minnesota

This Agreement and Plan of Reorganization (the “Agreement”) is made as of August 7, 2015 by Thrivent Mutual Funds (the “Trust”), a Massachusetts business trust, on behalf of its series, Thrivent Small Cap Stock Fund (the “Acquiring Fund”) and Thrivent Partner Small Cap Value Fund (the “Target Fund”).

EX-2.1 2 ex2.1.htm REORGANIZATION AGREEMENT DATED AS OF December 21, 2015 BY AND BETWEEN HELIX OPPORTUNITIES, LLC AND ITS MEMBERS AND HELIX TCS, INC. REORGANIZATION AGREEMENT
Reorganization Agreement • May 5th, 2020 • Delaware

This AGREEMENT, dated as of December 21, 2015 (the "Agreement"), is by and between Helix Opportunities, LLC "(TSCLLC"), a Delaware Limited Liability Company, the TCSLLC Members ("Members") and Helix TCS, Inc. a Delaware corporation ("Acquiror")

REORGANIZATION AGREEMENT among VIA VAREJO S.A., CNOVA COMÉRCIO ELETRÔNICO S.A. and CNOVA N.V. Dated as of August 8, 2016
Reorganization Agreement • August 23rd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses

(Via Varejo, Cnova Brazil and Cnova NV are referred to herein, collectively, as the “Parties” and, each individually, as a “Party”).

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Reorganization Agreement • September 10th, 2024 • Lincoln Variable Insurance Products Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of August 9, 2024, by Lincoln Variable Insurance Products Trust (the “Trust”), a Delaware statutory trust with its principal place of business at 1301 S. Harrison Street, Fort Wayne, Indiana 46802, on behalf of each of its series funds listed in Exhibit A hereto (the “Acquiring Fund” or “Acquired Fund,” as applicable), with respect to the reorganization transaction described herein. Lincoln Financial Investments Corporation (“LFI”) is a party to this agreement solely for purposes of section 10.2 hereof.

Agreement And Plan Of Reorganization
Reorganization Agreement • May 29th, 2014 • Aquila Municipal Trust • Massachusetts

This Agreement And Plan Of Reorganization (the “Agreement”) is made as of the 11th day of October, 2013, by and between Aquila Municipal Trust, a Massachusetts business trust (the “Successor Trust”), on behalf of its series Aquila Tax-Free Fund of Colorado (the “Successor Fund”), with its principal place of business at 380 Madison Avenue, Suite 2300, New York, New York 10017, and Tax-Free Fund of Colorado, a Massachusetts business trust (the “Current Trust”), on behalf of its sole series Tax-Free Fund of Colorado (the “Current Fund”), with its principal place of business at 380 Madison Avenue, Suite 2300, New York, New York 10017. The Successor Fund and the Current Fund are sometimes referred to collectively herein as the “Funds” and individually as a “Fund.”