Merger Musterklauseln

Merger. Act. The Parties agree to make use of the exemptions pursuant to art. 24 para.

Merger. Act). den Generalversammlungen der UBS AG und der Credit Suisse special benefits / 3.1 Share capital and contributions / The share capital of UBS AG will not be modified in relation with the Merger.

Merger. The Board of Directors of the Company as well as a general meeting of the Shareholders in a Subfund may resolve to merge such Subfund with another existing Subfund or to contribute the Subfund to another SICAV under Luxembourg law against issue of shares of such other SICAV to be distributed to the Shareholders in such Subfund. Such decision will be published by the Company. The publication shall contain several information about the new Subfund or the relevant SICAV and shall be made prior to the merger by providing for at least one month a possibility for the Shareholders of such shares to require redemption, without payment of any redemption fee or other costs, prior to the implementation of the transaction. There shall be no quorum requirement for general meetings of Shareholders which decide on the merger of different Subfunds within the Company and decisions may be taken by a simple majority of the presented shares of the Subfunds concerned. In case of a merger of a Subfund with a foreign undertaking for collective investment , decisions of the general meeting of the Subfunds concerned shall be binding only upon Shareholders who have voted in favour of such merger. Decisions regarding the contribution of assets and liabilities of a Subfund to another undertaking for collective investment are subject to the quorum and majority requirements provided by Luxembourg law for the amendments to the Articles.