Common use of Reorganization Clause in Contracts

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series of which the assets have so been transferred) among the Shareholders of the Series of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series to such organizations or entities.

Reorganization. The Trustees Board of Trustees, by vote of a majority of the Trustees, may cause the Trust to sell, convey and transfer all or substantially all of the assets of the Trust, Trust ("sale of Trust assets") or all or substantially all of the assets belonging to associated with any one or more Series ("sale of such Series' assets"), to another trust, statutory trust, partnership, associationlimited partnership, limited liability company, corporation or other entity association organized under the laws of any state of the United Statesstate, or may transfer such to one or more separate series thereof, or to the Trust to be held as assets to another associated with one or more other Series of the Trust, in exchange for cash, Shares shares or other Securities securities (including, without limitation, in the case of a transfer to another Series of the Trust, Shares of such other Series)) with such sale, conveyance and transfer either (a) being made subject to, or to with the extent permitted assumption by law then in effect may merge or consolidate the transferee of, the liabilities associated with the Trust or any the liabilities associated with the Series with any other Trust or any corporationthe assets of which are so transferred, partnershipas applicable, or association organized under (b) not being made subject to, or not with the laws of any state of assumption of, such liabilities. Any such sale, conveyance and transfer shall not require the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders Shareholders unless such vote is required by the 1940 Act; provided however, that the Board of not less than a majority Trustees shall provide at least thirty (30) days' prior written notice to the Shareholders of the Shares outstanding Trust of any such sale of Trust assets, and entitled at least thirty (30) days prior written notice to vote the Shareholders of each a particular Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority any sale of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series' assets. Following such transfersale of Trust assets, the Board of Trustees shall distribute the such cash, Shares shares or other Securities or other consideration received in such transaction securities ratably among the Shareholders of the Trust (giving due effect to the assets belonging to and indebtedness of, liabilities associated with and any other differences among, among the various Series of which the assets associated with which have been so been sold, conveyed and transferred) , and due effect to the differences among the various Classes within each such Series). Following a sale of such Series' assets, the Board of Trustees shall distribute such cash, shares or other securities ratably among the Shareholders of such Series (giving due effect to the Series of which differences among the assets have been so transferred; and if various Classes within each such Series). If all of the assets of the Trust have been so sold, conveyed and transferred, the Trust shall be terminated. Nothing in this Section 9.3 dissolved; and if all of the assets of a Series have been so sold, conveyed and transferred, such Series and the Classes thereof shall be construed as requiring approval dissolved. In all respects not governed by the DSTA, the 1940 Act or other applicable law, the Board of Shareholders for Trustees shall have the Trustees power to organize prescribe additional procedures necessary or assist in organizing appropriate to accomplish such sale, conveyance and transfer, including the power to create one or more corporationsseparate statutory trusts to which all or any part of the assets, trustsliabilities, partnerships, associations profits or other organizations, and to sell, convey or transfer less than substantially all losses of the Trust Property may be transferred and to provide for the conversion of Shares into beneficial interests in such separate statutory trust or the assets belonging to any Series to such organizations or entitiestrusts.

Reorganization. The Trustees Board of Trustees, by vote of a majority of the Trustees, may cause the Trust to sell, convey and transfer all or substantially all of the assets of the Trust, Trust (“sale of Trust assets”) or all or substantially all of the assets belonging to associated with any one or more Series (“sale of such Series’ assets”), to another trust, statutory trust, partnership, associationlimited partnership, limited liability company, corporation or other entity association organized under the laws of any state of the United Statesstate, or may transfer such to one or more separate series thereof, or to the Trust to be held as assets to another associated with one or more other Series of the Trust, in exchange for cash, Shares shares or other Securities securities (including, without limitation, in the case of a transfer to another Series of the Trust, Shares of such other Series)) with such sale, conveyance and transfer either (a) being made subject to, or to with the extent permitted assumption by law then in effect may merge or consolidate the transferee of, the liabilities associated with the Trust or any the liabilities associated with the Series with any other Trust or any corporationthe assets of which are so transferred, partnershipas applicable, or association organized under (b) not being made subject to, or not with the laws of any state of assumption of, such liabilities. Any such sale, conveyance and transfer shall not require the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders Shareholders unless such vote is required by the 1940 Act; provided however, that the Board of not less than a majority Trustees shall provide at least thirty (30) days’ prior written notice to the Shareholders of the Shares outstanding Trust of any such sale of Trust assets, and entitled at least thirty (30) days prior written notice to vote the Shareholders of each a particular Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority any sale of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series’ assets. Following such transfersale of Trust assets, the Board of Trustees shall distribute the such cash, Shares shares or other Securities or other consideration received in such transaction securities ratably among the Shareholders of the Trust (giving due effect to the assets belonging to and indebtedness of, liabilities associated with and any other differences among, among the various Series of which the assets associated with which have been so been sold, conveyed and transferred) , and due effect to the differences among the various Classes within each such Series). Following a sale of such Series’ assets, the Board of Trustees shall distribute such cash, shares or other securities ratably among the Shareholders of such Series (giving due effect to the Series of which differences among the assets have been so transferred; and if various Classes within each such Series). If all of the assets of the Trust have been so sold, conveyed and transferred, the Trust shall be terminated. Nothing in this Section 9.3 dissolved; and if all of the assets of a Series have been so sold, conveyed and transferred, such Series and the Classes thereof shall be construed as requiring approval dissolved. In all respects not governed by the DSTA, the 1940 Act or other applicable law, the Board of Shareholders for Trustees shall have the Trustees power to organize prescribe additional procedures necessary or assist in organizing appropriate to accomplish such sale, conveyance and transfer, including the power to create one or more corporationsseparate statutory trusts to which all or any part of the assets, trustsliabilities, partnerships, associations profits or other organizations, and to sell, convey or transfer less than substantially all losses of the Trust Property may be transferred and to provide for the conversion of Shares into beneficial interests in such separate statutory trust or the assets belonging to any Series to such organizations or entitiestrusts.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees Trustees. Any such sale, conveyance and approved transfer shall not require the approval of Shareholders unless such approval is required by the affirmative vote 1940 Act or the Trustees determine it is desirable to submit such transaction for shareholder approval; provided that for a transaction for which shareholder approval is not sought, the Trustees shall provide at least thirty (30) days' prior written notice to shareholders of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transactionTrust, or by an instrument or instruments in writing without a meetingany particular affected Series, consented to by the holders of not less than a majority of such Sharessale, and/or by such other vote conveyance and transfer of any Series as may be established by the Certificate of Designation with respect to such Series' assets. Following such transfersale, conveyance and transfer the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series of which the assets have so been transferred) among the Shareholders of the Series of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series of which the assets have so been transferred) among the Shareholders of the Series of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series to such organizations or entities. SECTION 9.4.

Reorganization. The Trustees Board of Trustees, by vote of a majority of the Trustees, may cause the Trust to sell, convey and transfer all or substantially all of the assets of the Trust, Trust ("sale of Trust assets") or all or substantially all of the assets belonging to associated with any one or more Series ("sale of such Series' assets"), to another trust, statutory trust, partnership, associationlimited partnership, limited liability company, corporation or other entity association organized under the laws of any state of the United Statesstate, or may transfer such to one or more separate series thereof, or to the Trust to be held as assets to another associated with one or more other Series of the Trust, in exchange for cash, Shares shares or other Securities securities (including, without limitation, in the case of a transfer to another Series of the Trust, Shares of such other Series)) with such sale, conveyance and transfer either (a) being made subject to, or to with the extent permitted assumption by law then in effect may merge or consolidate the transferee of, the liabilities associated with the Trust or any the liabilities associated with the Series with any other Trust or any corporationthe assets of which are so transferred, partnershipas applicable, or association organized under (b) not being made subject to, or not with the laws of any state of assumption of, such liabilities. Any such sale, conveyance and transfer shall not require the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders Shareholders unless such vote is required by the 1940 Act; provided however, that the Board of not less than a majority Trustees shall provide thirty (30) days' prior written notice to the Shareholders of the Shares outstanding Trust of any such sale of Trust assets, and entitled thirty (30) days prior written notice to vote the Shareholders of each a particular Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority any sale of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series' assets. Following such transfersale of Trust assets, the Board of Trustees shall distribute the such cash, Shares shares or other Securities or other consideration received in such transaction securities ratably among the Shareholders of the Trust (giving due effect to the assets belonging to and indebtedness of, liabilities associated with and any other differences among, among the various Series of which the assets associated with which have been so been sold, conveyed and transferred) , and due effect to the differences among the various classes within each such Series). Following a sale of such Series' assets, the Board of Trustees shall distribute such cash, shares or other securities ratably among the Shareholders of such Series (giving due effect to the Series of which differences among the assets have been so transferred; and if various classes within each such Series). If all of the assets of the Trust have been so sold, conveyed and transferred, the Trust shall be terminateddissolved. Nothing in this Section 9.3 In all respects not governed by the DSTA, the 1940 Act or other applicable law, the Board of Trustees shall be construed as requiring approval of Shareholders for have the Trustees power to organize prescribe additional procedures necessary or assist in organizing appropriate to accomplish such sale, conveyance and transfer, including the power to create one or more corporationsseparate statutory trusts to which all or any part of the assets, trustsliabilities, partnerships, associations profits or other organizations, and to sell, convey or transfer less than substantially all losses of the Trust Property may be transferred and to provide for the conversion of Shares into beneficial interests in such separate statutory trust or the assets belonging to any Series to such organizations or entitiestrusts.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such to the Trust to be held as assets belonging to another Series of the Trust, in exchange for cash, Shares shares or other Securities securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series)) with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to each Series the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnershipassets of which are so transferred, or association organized under (2) not being made subject to, or not with the laws assumption of, any or all such liabilities; provided, however, that no assets belonging to any particular Series shall be so transferred unless the terms of any state of such transfer shall have first been approved at a meeting called for the United States, all upon such terms and conditions and for such consideration when and as authorized purpose by vote or written consent of a Majority Shareholder Vote of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such that Series. Following such transfer, the Trustees shall distribute the such cash, Shares shares or other Securities or other consideration received in such transaction securities (giving due effect to the assets and liabilities belonging to and indebtedness of, and any other differences among, among the various Series of which the assets belonging to which have so been transferred) among the Shareholders of the Series of which the assets belonging to which have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize The Trust, or assist in organizing any one or more corporationsSeries, may either as the successor, survivor, or non-survivor, (1) consolidate with one or more other trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all corporations organized under the laws of the Trust Property Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association, or corporation under the laws of which any one of the constituent entities is organized, or (2) merge into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts of any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, or one or more Series as the case may be, in connection therewith. Any such consolidation or merger shall require the approval of a Majority Shareholder Vote of each Series affected thereby. The terms “merge” or “merger” as used herein shall not include the purchase or acquisition of any assets belonging of any other trust, partnership, association or corporation which is an investment company organized under the laws of the Commonwealth of Massachusetts or any other state of the United States. Shareholders shall have no right to demand payment for their shares or to any other rights of dissenting shareholders in the event the Trust or any Series participates in any transaction which would give rise to such organizations appraisal or entitiesdissenters’ rights by a shareholder of a corporation organized under Chapter 156B of the General Laws of the Commonwealth of Massachusetts.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees Trustees. Any such sale, conveyance and approved transfer shall not require the approval of Shareholders unless such approval is required by the affirmative vote 1940 Act or the Trustees determine it is desirable to submit such transaction for shareholder approval; provided that for a transaction for which shareholder approval is not sought, the Trustees shall provide at least thirty (30) days’ prior written notice to shareholders of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transactionTrust, or by an instrument or instruments in writing without a meetingany particular affected Series, consented to by the holders of not less than a majority of such Sharessale, and/or by such other vote conveyance and transfer of any Series as may be established by the Certificate of Designation with respect to such Series’ assets. Following such transfersale, conveyance and transfer the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series of which the assets have so been transferred) among the Shareholders of the Series of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any the state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series of which the assets have so been transferred) among the Shareholders of the Series of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series to such organizations or entities.

Reorganization. The Trustees may sell, convey convey, merge and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such to the Trust to be held as assets belonging to another Series of the Trust, in exchange for cash, Shares shares or other Securities securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series)) with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to each Series the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnershipassets of which are so transferred, or association organized under (2) not being made subject to, or not with the laws assumption of, such liabilities; provided, however, that no assets belonging to any particular Series shall be so transferred unless the terms of any state of such transfer shall have first been approved at a meeting called for the United States, all upon such terms and conditions and for such consideration when and as authorized purpose by vote or written consent of a Majority Shareholder Vote of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such that Series. Following such transfer, the Trustees shall distribute the such cash, Shares shares or other Securities or other consideration received in such transaction securities (giving due effect to the assets and liabilities belonging to and indebtedness of, and any other differences among, among the various Series of which the assets belonging to which have so been transferred) among the Shareholders of the Series of which the assets belonging to which have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize The Trust, or assist in organizing any one or more corporationsSeries, may, either as the successor, survivor, or non-survivor, (1) consolidate with one or more other trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all corporations organized under the laws of the Trust Property Commonwealth of Massachusetts or any other state of the assets belonging United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any Series one of the constituent entities is organized, or (2) merge into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such organizations or entities.terms and conditions as

Reorganization. The Trustees may (i) sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series), or (ii) to the extent permitted by law then in effect may merge or consolidate the Trust or any Series with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, or (iii) cause the Trust to convert to a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other state or jurisdiction all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series of which the assets have so been transferred) among the Shareholders of the Series of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesFunds, to another trust, partnership, association, association or corporation or other entity organized under the laws of the United States or any state State of the United States, or may transfer such assets to another Series Fund of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Fund of the Trust, Shares of such other SeriesFund), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Fund with any other Trust trust or any corporation, partnership, or association organized under the laws of the United States or any state State of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Funds of which the assets have so been transferred) among the Shareholders of the Series Fund of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to or organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the TrustTrust Property, or the assets belonging to any one or more SeriesFunds, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United Statesentity, or may transfer such assets to another Series Fund of the Trust, Trust in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Fund of the Trust, Shares of such other SeriesFund), or to the extent permitted by law then in effect effect, may merge or consolidate the Trust or any Series Fund with any other Trust or any corporationtrust, partnership, association, corporation or association organized under the laws of any state of the United Statesother entity, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by Trustees, subject to the affirmative favorable vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or or by such other greater or different vote of Shareholders of any Series as may be established by the Certificate of Designation with respect to by which such SeriesSeries was authorized. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness the liabilities of, and any other differences among, the various Series Funds of which the assets have so been transferred) among the Shareholders of the Series Fund of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesFunds, to another trustTrust, partnership, association, association or corporation or other entity organized under the laws of any state State of the United States, or may transfer such assets to another Series Fund of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Fund of the Trust, Shares of such other SeriesFund), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Fund with any other Trust trust or any corporation, partnership, or association organized under the laws of any state State of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Funds of which the assets have so been transferred) among the Shareholders of the Series Fund of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the TrustTrust Property, or the assets belonging to any one or more SeriesFunds, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United Statesentity, or may transfer such assets to another Series Fund of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Fund of the Trust, Shares of such other SeriesFund), or to the extent permitted by law then in effect effect, may merge or consolidate the Trust or any Series Fund with any other Trust or any corporationtrust, partnership, association, corporation or association organized under the laws of any state of the United Statesother entity, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by Trustees, subject to the affirmative favorable vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or or by such other greater or different vote of Shareholders of any Series as may be established by the Certificate of Designation with respect to by which such SeriesSeries was authorized. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness the liabilities of, and any other differences among, the various Series Funds of which the assets have so been transferred) among the Shareholders of the Series Fund of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state State of the United States, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any state State of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders Share- holders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to 45 the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesFunds, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series Fund of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Fund of the Trust, Shares of such other SeriesFund), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Fund with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Funds of which the assets have so been transferred) among the Shareholders of the Series Fund of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transactiontermination, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to or organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Trust Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. terminated Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the TrustTrust Property, or the assets belonging to any one or more SeriesFunds, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United Statesentity, or may transfer such assets to another Series Fund of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Fund of the Trust, Shares of such other SeriesFund), or to the extent permitted by law then in effect effect, may merge or consolidate the Trust or any Series Fund with any other Trust or any corporationtrust, partnership, association, corporation or association organized under the laws of any state of the United Statesother entity, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by Trustees, subject to the affirmative favorable vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or or by such other greater or different vote of Shareholders of any Series as may be established by the Certificate of Designation with respect to by which such SeriesSeries was authorized. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness the liabilities of, and any other differences among, the Page40 various Series Funds of which the assets have been so been transferred) , among the Shareholders of the Series Fund of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and -------------- transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees (i) to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities, or (ii) to issue Shares of one or more Portfolios, or to create one or more new Portfolios and issue the Shares thereof, in order to purchase or otherwise acquire all or part of the assets of any corporation, trust, partnership, association or other organization and to hold such assets as part of the Trust Property, so long as the assets so acquired are assets in which the Trust may invest and which it may hold in accordance herewith.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to Fund Assets of any one or more SeriesFunds of the Trust, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United States, or may transfer such the assets of one Fund of the Trust to another Series Fund of the Trust, in exchange for cash, Shares shares of the transferee or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series)Securities, or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Fund with any other Trust trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series of which the Funds whose assets have so been transferred) among the Shareholders of the Series of which the assets have been so transferredsuch Funds; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 SECTION 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the TrustTrust Property, or the assets belonging to any one or more SeriesFunds, to another trust, partnership, association, corporation or other entity organized under the laws of any state of the United Statesentity, or may transfer such assets to another Series Fund of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Fund of the Trust, Shares of such other SeriesFund), or to the extent permitted by law then in effect effect, may merge or consolidate the Trust or any Series Fund with any other Trust or any corporationtrust, partnership, association, corporation or association organized under the laws of any state of the United Statesother entity, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by Trustees, subject to the affirmative favorable vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Fund whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or or by such other greater or different vote of Shareholders of any Series as may be established by the Certificate of Designation with respect to by which such SeriesSeries was authorized. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness the liabilities of, and any other differences among, the various Series Funds of which the assets have been so been transferred) , among the Shareholders of the Series Fund of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred), the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Fund to such organizations or entities.

Reorganization. The Trustees may sell, convey and transfer all or substantially all of the assets of the Trust, or the assets belonging to any one or more SeriesPortfolios, to another trust, partnership, association, association or corporation or other entity organized under the laws of any state of the United Statesstates, or may transfer such assets to another Series Portfolio of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series Portfolio of the Trust, Shares of such other SeriesPortfolio), or to the extent permitted by law then in effect may merge or consolidate the Trust or any Series Portfolio with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a Majority of the Trustees and approved by the affirmative vote of the holders of not less than a majority of the Shares outstanding and entitled to vote of each Series Portfolio whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the holders of not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Certificate of Designation with respect to such Series. Following such transfer, the Trustees shall distribute the cash, Shares or other Securities or other consideration received in such transaction (giving due effect to the assets belonging to and indebtedness of, and any other differences among, the various Series Portfolios of which the assets have so been transferred) among the Shareholders of the Series Portfolio of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 9.2 shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations, and to sell, convey or transfer less than substantially all of the Trust Property or the assets belonging to any Series Portfolio to such organizations or entities.