Stradley Ronon Stevens & Young Sample Contracts

July 30th, 2018 · Common Contracts · 11 similar
Invesco Actively Managed Exchange-Traded Fund TrustSub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 18th day of May, 2018 by and among: (i) each of the Guggenheim open-end registered investment companies identified as a ...
July 30th, 2018 · Common Contracts · 6 similar
Invesco Actively Managed Exchange-Traded Fund TrustSub-Item 77Q1(g) AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of this 6th day of April, 2018 by and among: (i) each of the Guggenheim and Rydex open-end registered investment companies ...
October 28th, 2020 · Common Contracts · 4 similar
Nationwide Variable Insurance TrustOctober 19, 2020

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by the Acquiring Fund of substantially all of the property, assets and goodwill (“Assets”) of the Target Fund in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Acquiring Fund listed in Exhibit A below; (ii) the assumption by the Acquiring Fund of all of the Target Fund’s Liabilities; (iii) the distribution of each class of the Acquiring Fund’s shares to the shareholders of its corresponding class of shares of the Target Fund, according to their respective interests, in complete liquidation of the Target Fund; and (iv) the liquidation and dissolution of the Target Fund as soon as practicable after the Closing, all upon and subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the

April 1st, 2002 · Common Contracts · 4 similar
Franklin Federal Tax Free Income FundMarch 27, 2002
April 12th, 2004 · Common Contracts · 4 similar
American Skandia TrustFax (215) 564-8120 Philadelphia, PA o Malvern, PA o Wilmington, DE o Cherry Hill, NJ o Washington, DC A Pennsylvania Limited Liability Partnership Board of Trustees ================== ------------------ Re: Agreement and Plan of Reorganization (the ...
February 11th, 2020 · Common Contracts · 3 similar
Franklin Custodian FundsStradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of July 17, 2019; (b) the Prospectus/Proxy Statement provided to shareholders of the Target Fund dated September 23, 2019; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated February 7, 2020 (the “Representation Letter”); (d) all other documents, financial and other

August 30th, 1999 · Common Contracts · 3 similar
Franklin Federal Tax Free Income FundAugust 26, 1999
September 9th, 2016 · Common Contracts · 3 similar
Franklin Strategic SeriesAugust 26, 2016

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of August 5, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on August 5, 2016; (c) certain representations concerning the Reorganization made to us by FSS, on behalf of the Acquiring Fund and the Target Fund, in a letter dated August 26, 2016 (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.

July 11th, 2011 · Common Contracts · 2 similar
Customers Bancorp, Inc.Re: Form of Plan of Merger and Reorganization (the "Plan"), by and among Customers Bank (the "Bank"), a banking institution organized under the Pennsylvania Banking Code of 1965, as amended (the "Banking Code"), New Century Interim Bank (the "Surviving ...

You have requested our opinion as to the U.S. federal income tax consequences of the formation of a holding company (the “Reorganization”), which consists of (i) the merger of Bank with and into Surviving Bank, which at the effective time of the Reorganization shall be a wholly owned subsidiary of Holding Company, pursuant to the provisions of the Banking Code, (ii) the conversion of each three issued and outstanding shares of voting common stock of the Bank (“Bank voting common stock”) into one share of voting common stock of the Holding Company, par value $1.00 per share (“Holding Company voting common stock”) and each three issued and outstanding shares of Class B Non-Voting Common Stock of the Bank (together with the Bank voting common stock, the “Bank Shares”), if then authorized and issued, into one share of Class B Non-Voting Common Stock of the Holding Company, par value $1.00 per share (together with the Holding Company voting common stock, the “Holding Company Shares”), witho

October 29th, 2010 · Common Contracts · 2 similar
Voyageur Mutual Funds IiiContract
January 3rd, 2020 · Common Contracts · 2 similar
Nationwide Mutual FundsDecember 16, 2019

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of August 5, 2019; (b) the Proxy Statement/Prospectus provided to shareholders of the Target Fund dated October 3, 2019; (c) certain representations concerning the Reorganization made to us by the NMF Trust and Target Fund, in letters dated December 16, 2019 (the “Representation Letters”); (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.

October 21st, 2005
Technitrol IncCREDIT AGREEMENT

This CREDIT AGREEMENT ("Agreement") is entered into as of October 14, 2005, among TECHNITROL, INC., a Pennsylvania corporation (the "Company"), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a "Designated Borrower" and, together with the Company, the "Borrowers" and, each a "Borrower"), each primary lender from time to time party hereto (collectively, the "Primary Lenders" and individually, a "Primary Lender"), each Singapore lender from time to time party hereto (collectively, the "Singapore Lenders" and individually, a "Singapore Lender"; the Primary Lenders and Singapore Lenders are referred to collectively as the "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and BANK OF AMERICA, N.A. SINGAPORE BRANCH, as Singapore Administrative Agent. The Company has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms

April 6th, 2018
Dimensional Investment Group IncFebruary 26, 2018

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of February 26, 2018; (b) the Prospectus/Information Statement provided to shareholders of the Target Portfolio dated January 24, 2018; (c) certain representations concerning the Reorganization made to us by DIG, on behalf of the Acquiring Portfolio and the Target Portfolio in a letter dated February 26, 2018 (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.

September 1st, 2015
Franklin Mutual Series FundsStradley Ronon Stevens & Young, LLP

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of February 25, 2015; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on August 7, 2015; (c) certain representations concerning the Reorganization made to us by FMSF, on behalf of the Acquiring Fund, and the Target Fund in a letter dated August 27, 2015 (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.

September 25th, 2007
Franklin Templeton International TrustStradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098 Telephone 215.564.8000 Fax 215.564-8120 www.stradley.com
April 13th, 2021
Managed Portfolio SeriesStradley Ronon Stevens & Young, LLP2005 Market StreetSuite 2600Philadelphia, PA 19103Telephone 215.564.8000Fax 215.564.8120

Re: Agreement and Plan of Reorganization (“Agreement”) made as of the __ day of June, 2021, by and among (i) Managed Portfolio Series (the “Trust”), on behalf of its series the Tortoise MLP & Energy Infrastructure Fund (the “Target Fund”), (ii) the Trust, on behalf of its series the Tortoise MLP & Energy Income Fund (the “Acquiring Fund”), and (iii) solely for the purposes of Section 9.1 of the Agreement, Tortoise Capital Advisors, L.L.C.

September 30th, 2010
Franklin New York Tax Free Income FundAugust 30, 2010

Re: Agreement and Plan of Reorganization, made as of August 27, 2010 (the “Plan”), by and among Franklin New York Tax-Free Trust, a statutory trust created under the laws of the State of Delaware (“Acquired Trust”), on behalf of its series, Franklin New York Insured Tax-Free Income Fund (“Acquired Fund”), and Franklin New York Tax-Free Income Fund, a statutory trust created under the laws of the State of Delaware (“Acquiring Fund”), and Franklin Advisers, Inc.

January 22nd, 2021
Us Global Investors FundsDecember 22, 2020

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of December 22, 2020; (b) the Combined Proxy Statement and Prospectus provided to shareholders of the Target Fund dated October 9, 2020; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated December 22, 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.

February 20th, 2008
Delaware Group Adviser Funds Inc /Md/Stradley Ronon Stevens & Young, LLP 2600 Commerce Square Philadelphia, PA 19103-7098 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com
July 22nd, 2014
Bryn Mawr Bank CorpStradley Ronon Stevens & Young, LLP Suite 2600 Philadelphia, PA 19103-7018 Telephone 215.564.8000 Fax 215.564.8120

We have been requested to render an opinion concerning the federal income tax consequences of the proposed reorganization of CBH which will consist of (i) the merger of CBH with and into BMBC, with BMBC as the surviving corporation (the “Merger”), and (ii) the conversion of each share of CBH Common Stock and CBH Preferred Stock (“collectively, CBH Stock”) outstanding immediately prior to the Merger into whole shares of BMBC Common Stock with cash in lieu of fractional shares, upon the terms and subject to the conditions set forth in the Agreement. The Merger is further described in and will be in accordance with the Securities and Exchange Commission Form S-4 Registration Statement to be filed by BMBC on the date hereof, and as the same may be amended (the “S-4 Registration Statement”), and the related exhibits thereto, including the Agreement. This opinion is being provided solely in connection with the filing of the S-4 Registration Statement with the Securities and Exchange Commissi

September 14th, 2018
Templeton Growth Fund IncAugust 24, 2018

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of August 14, 2018; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on August 3, 2018; (c) certain representations concerning the Reorganization made to us by the Acquiring Fund and the Target Fund in a letter dated August 24, 2018 (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.

January 5th, 2018
Nationwide Mutual FundsStradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”), which will consist of: (i) the acquisition by the NMF Trust on behalf of the Acquiring Fund of all of the Assets of the Target Fund in exchange for both Acquiring Fund Shares and the assumption by the NMF Trust with respect to the Acquiring Fund of all of the Liabilities of the Target Fund; (ii) the distribution of Acquiring Fund Shares to the shareholders of the Target Fund according to their respective interests in the Target Fund in complete liquidation of the Target Fund; and, (iii) the termination of the Target Fund as soon as practicable after the closing (hereinafter called the “Closing”), all upon and subject to the terms and conditions of the Agreement. The Acquiring Fund currently is a shell series, without assets or liabilities, other than as noted in Section 5(k) of the Agreement, created for the purpose of acquiring the Asset

December 7th, 2007
MF Global Ltd.SETTLEMENT AGREEMENT

This Settlement Agreement (the “Agreement”) is made as of November 30, 2007, by and between Stephen J. Harmelin, the court-appointed Receiver ad litem (the “Receiver ad litem”) and C. Clark Hodgson, Jr., the court-appointed Receiver (the “Receiver”) for the Philadelphia Alternative Asset Management Company, LLC (“PAAMCo”) and all of its partners, affiliates, subsidiaries and related entities, including, but not limited to, Philadelphia Alternative Asset Fund, Ltd. (“PAAF”), Option Capital Fund, LP, Philadelphia Alternative Asset Fund, LP, and Philadelphia Alternative Feeder Fund, LLC (collectively, the “Receivership Entities”), on behalf of all of the foregoing Receivership Entities (collectively, “Plaintiff”), having respective addresses at Dilworth Paxson LLP, 3200 Mellon Bank Center, 1735 Market Street, Philadelphia, PA 19103, and Stradley Ronon Stevens & Young LLP, 2600 One Commerce Square, Philadelphia, PA 19103, on the one hand, and MF Global Inc. f/k/a Man Financial Inc (“MFG”),

December 30th, 2009
Dimensional Emerging Markets Value FundAGREEMENT AND PLAN OF REORGANIZATION BETWEEN DIMENSIONAL EMERGING MARKETS VALUE FUND INC. AND DIMENSIONAL EMERGING MARKETS VALUE FUND This Agreement and Plan of Reorganization ("Agreement") is made as of this 27th day of October, 2009 by and between ...

This Agreement and Plan of Reorganization ("Agreement") is made as of this 27th day of October, 2009 by and between Dimensional Emerging Markets Value Fund Inc., a Maryland corporation (the "Company"), and Dimensional Emerging Markets Value Fund, a Delaware statutory trust (the "DE Fund") (the Company and the DE Fund are hereinafter collectively referred to as the "parties"). The DE Fund has been organized to hold the assets and liabilities of the Company, and the DE Fund has had no assets and has carried on no business activities prior to the date first shown above and will have no assets (other than the nominal assets referenced in Section 3(i)(8) hereof) and will have carried on no business activities prior to the consummation of the transaction described herein. In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. Plan of Reorganization. (a) Upon satisfaction of the conditions precedent described in Sec

December 13th, 2017
Franklin Value Investors TrustDecember 1, 2017

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of November 24, 2017; (b) the prospectus/proxy statement provided to shareholders of the MidCap Fund in connection with a Special Meeting of Shareholders on October 27, 2017; (c) certain representations concerning the Reorganization made to us by FVIT on behalf of the MidCap Fund and the Small Cap Fund, in a letter dated December 1, 2017 (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.

June 17th, 2016
Franklin Managed TrustSTRADLEY RONON LOGO]

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of April 29, 2016; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders held on April 29, 2016; (c) certain representations concerning the Reorganization made to us by FMT, on behalf of the Acquiring Fund, and FVIT, on behalf of the Target Fund, in letters dated May 20, 2016 (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.

November 4th, 2020
Nationwide Variable Insurance TrustOctober 26, 2020

You have requested our opinion as to certain federal income tax consequences of the reorganizations (each hereinafter referred to as a “Reorganization”), which will consist of: (i) the acquisition by the Capital Appreciation Acquiring Fund and the Moderate Acquiring Fund (each an “Acquiring Fund”, together the “Acquiring Funds”) of substantially all of the property, assets and goodwill (“Assets”) of the Capital Appreciation Target Fund and the Moderate Target Fund (each a “Target Fund”, together the “Target Funds”), respectively, in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Capital Appreciation Acquiring Fund and Moderate Acquiring Fund listed in Exhibit A below; (ii) the assumption by the Capital Appreciation Acquiring Fund and Moderate Acquiring Fund of all of the Capital Appreciation Target Fund’s and Moderate Target Fund’s Liabilities, respectively; (iii) the distribution of each class of the Capital Appreciati

April 25th, 2007
Voyageur Tax Free FundsSRSY LOGO] Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com April 13, 2007 Board of Trustees Voyageur Tax Free Funds 2005 Market Street Philadelphia, PA ...
June 28th, 2019
Nationwide Mutual FundsJune 3, 2019

Re: Agreement and Plan of Reorganization (“Agreement”) dated as of March 14, 2019 by and between Nationwide Mutual Funds, a Delaware statutory trust, (“NMF Trust”), on behalf of its series Nationwide AllianzGI International Growth Fund (“Acquiring Fund”) and Allianz Funds Multi-Strategy Trust, a Massachusetts business trust, (“Allianz Trust”), on behalf of its series AllianzGI International Growth Fund (“Target Fund”)

December 23rd, 2020
Delaware Vip TrustDecember 11, 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.

May 26th, 2009
Delaware Group Foundation FundsApril 17, 2009 Board of Trustees Delaware Group Equity Funds I 2005 Market Street Philadelphia, PA 19103 Board of Trustees Delaware Group Foundation Funds 2005 Market Street Philadelphia, PA 19103

You have requested our opinion concerning certain federal income tax consequences of the reorganization of Acquired Fund (the “Reorganization”), which will consist of: (i) the acquisition by Acquiring Trust, on behalf of Acquiring Fund, of substantially all of the property, assets and goodwill of Acquired Fund in exchange solely for (a) shares of beneficial interest, without par value, of Acquiring Fund – Class A (“Acquiring Fund Class A Shares”), which are voting securities, (b) shares of beneficial interest, without par value, of Acquiring Fund – Class B (“Acquiring Fund Class B Shares”), which are voting securities, (c) shares of beneficial interest, without par value, of Acquiring Fund – Class C (“Acquiring Fund Class C Shares”), which are voting securities, (d) shares of beneficial interest, without par value, of Acquiring Fund – Class R (“Acquiring Fund Class R Shares”), which are voting securities, and (e) shares of beneficial interest, without par value, of Acquiring Fund – Ins

May 25th, 2018
Franklin Real Estate Securities TrustApril 27, 2018

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of October 24, 2017; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with a Special Meeting of Shareholders on April 6, 2018; (c) certain representations concerning the Reorganization made to us by FGT on behalf of the Target Fund and FREST on behalf of the Acquiring Fund, in a letter dated April 27, 2018 (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.

May 14th, 2020
Dfa Investment Dimensions Group IncFebruary 10, 2020

You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the “Reorganization”) of the Target Portfolio, which will consist of: (i) the acquisition by DFAIDG, on behalf of Acquiring Portfolio, of substantially all of the property, assets, and goodwill of Target Portfolio in exchange solely for full and fractional shares of capital stock, with a par value of one cent ($0.01) per share, of Acquiring Portfolio (“Acquiring Portfolio Shares”); (ii) the distribution of Acquiring Portfolio Shares to the holders of shares of capital stock of Target Portfolio (“Target Portfolio Shares”) according to their respective interests in Target Portfolio, in complete liquidation of Target Portfolio; and (iii) the dissolution of Target Portfolio as soon as is practicable after the Closing, all upon and subject to the terms and conditions of the Plan. Capitalized terms not otherwise defined herein shall have the meanings assigned to them

March 31st, 2016
Franklin California Tax Free TrustMarch 18, 2016

You have requested our opinion concerning certain federal income tax consequences of the reorganization of the Target Fund, which will consist of: (i) the acquisition by FCTFT, on behalf of the Acquiring Fund, of all of the property, assets and goodwill of the Target Fund in exchange solely for full and fractional Class A1 shares of beneficial interest, with no par value, of the Acquiring Fund (the “Acquiring Fund Shares”); (ii) the assumption by the Acquiring Fund of all of the Target Fund’s obligations and liabilities; (iii) the distribution of the Acquiring Fund Shares to the holders of Class A shares of beneficial interest, with no par value, of the Target Fund (the “Target Fund Shares”), respectively, according to their respective interests in the Target Fund in complete liquidation of the Target Fund; and (iv) the dissolution of the Target Fund as soon as is practicable after the Closing, all upon and subject to the terms and conditions of the Agreement (the “Reorganization”). Th

July 2nd, 2010
Templeton Growth Fund IncJune 22, 2010

Re: Agreement and Plan of Reorganization (the “Plan”) dated as of December 7, 2004, by and between Templeton Capital Accumulator Fund, a statutory trust created under the laws of the State of Delaware (“Acquired Fund”), and Templeton Growth Fund, Inc., a corporation organized under the laws of the State of Maryland (“Acquiring Fund”)