Common use of Series of Interests Clause in Contracts

Series of Interests. The Trustees shall have the power to divide the Trust Property into two or more Series and may further divide each Series into separate Classes. The following provisions shall be applicable to such Series and Classes and any further Series and Classes that may from time to time be established and designated by the Trustees: (a) All consideration received by the Trust for the issue or sale of Interests of a particular Series or Class together with all Trust Property in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series or Class for all purposes, subject only to the rights of creditors of such Series or Class and except as may otherwise be required by applicable tax laws, and shall be so recorded upon the books of account of the Trust. In the event that there is any Trust Property, or any income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series or Class, the Trustees shall allocate them among any one or more of the Series or Class established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Holders of all Interests for all purposes. (b) The Trust Property belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities, expenses, costs, charges and reserves allocated solely to a particular Class, if any, shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Holders of all Interests for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon the Holders. Without limitation of the foregoing provisions of this Section, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this limitation on inter-series liabilities may, in the Trustees' sole discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the DBTA, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3805 of the DBTA relating to limitations on inter-series liabilities (and the statutory effect under Section 3805 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Every note, bond, contract or other undertaking issued by or on behalf of a particular Series shall include a recitation limiting the obligation represented thereby to that Series and its assets. (c) Dividends and distributions on Interests of a particular Series or Class may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Holders of Interests in that Series or Class, from such of the income and capital gains, accrued or realized, from the Trust Property belonging to that Series or Class as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series or Class. All dividends and distributions on Interests in a particular Series or Class shall be distributed pro rata to the Holders of Interests in that Series or Class in proportion to the total outstanding Interests in that Series or Class held by such Holders at the date and time of record establishment for the payment of such dividends or distribution. (d) The Interests in a Series or Class of the Trust shall represent beneficial interests in the Trust Property belonging to such Series or Class. Each Holder of Interests in a Series or Class shall be entitled to receive its pro rata share of distributions of income and capital gains made with respect to such Series or Class. Upon reduction or withdrawal of its Interests or indemnification for liabilities incurred by reason of being or having been a Holder of Interests in a Series or Class, such Holder shall be paid solely out of the funds and property of such Series or Class of the Trust. Upon liquidation or termination of a Series or Class of the Trust, Holders of Interests in such Series or Class shall be entitled to receive a pro rata share of the Trust Property belonging to such Series or Class. A Holder of Interests in a particular Series or Class of the Trust shall not be entitled to participate in a derivative or class action lawsuit on behalf of any other Series or Class or the Holders of Interests in any other Series or Class of the Trust. (e) Notwithstanding any other provision hereof, if the Trust Property has been divided into two or more Series or Classes, then on any matter submitted to a vote of Holders of Interests in the Trust, all Interests then entitled to vote shall be voted by individual Series or Classes, except that (1) when required by the 1940 Act, Interests shall be voted in the aggregate and not by individual Series or Classes, and (2) when the Trustees have determined that the matter affects only the interests of Holders of Interests in a limited number of Series or Classes, then only the Holders of Interests in such Series or Class shall be entitled to vote thereon. Except as otherwise provided in this Article VIII, the Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, including voting and dividend rights, of each Series or Class of Interests. (f) The establishment and designation of any Series or Class of Interests other than those set forth above shall be effective upon the Series Class adoption of a resolution by the Trustees setting forth such establishment and relative rights and preferences of the Interests of each such Series or Class. (g) If the Trust Property has been divided into two or more Series, then Section 9.2 of this Agreement shall apply also with respect to each such Series as if such Series were a separate trust. (h) The Trustees shall be authorized to issue an unlimited number of Interests of each Series. (i) Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that Holders of Interests of any Series or Class shall have the right to convert said Interests into one or more other Series or Class in accordance with such requirements and procedures as may be established by the Trustees.

Series of Interests. The Trustees shall have Upon the power establishment from time to divide time of the Trust Property into two or more Series and may further divide each Series into separate Classes. The Series, the following provisions shall be applicable to such Series and Classes and any further Series and Classes that may from time to time be established and designated by the Trusteesapplicable: (a) All consideration received by the Trust Company for the issue or sale of Interests of a particular Series or Class together with all Trust Company Property in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series or Class for all purposes, subject only to the rights of creditors of such Series or Class and except as may otherwise be required by applicable tax laws, and shall be so recorded upon the books of account of the TrustCompany. In the event that there is any Trust Company Property, or any income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series or ClassSeries, the Trustees shall allocate them among any one or more of the Series or Class established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitableequitable and such Company Property shall be held in the separate and distinct records of the Series as so allocated. Each such allocation by the Trustees shall be conclusive and binding upon the Holders of all Interests for all purposes. (b) The Trust Company Property belonging to each particular Series shall be charged with the debts, liabilities and obligations of the Trust Company in respect of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities, expenses, costs, charges and reserves allocated solely to a particular Class, if any, shall be borne by that Class. Any any general liabilities, expenses, costs, charges or reserves of the Trust Company which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Holders of all Interests for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 ActAct or DLLCA, to determine which items shall be treated as income and which items as capital, ; and each such determination and allocation shall be conclusive and binding upon the Holders. Without limitation of the foregoing provisions of this Section, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof shall be enforceable against the assets of such Series. Notice of this limitation on inter-series liabilities mayAll persons extending credit to, in the Trustees' sole discretion, be set forth in the certificate of trust or contracting with or having any claim against a particular Series of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant Company shall look only to the DBTA, and upon the giving assets of that particular Series for payment of such notice in the certificate of trust, the statutory provisions of Section 3805 of the DBTA relating to limitations on inter-series liabilities (and the statutory effect under Section 3805 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Every note, bondcredit, contract or other undertaking issued by or on behalf of a particular Series shall include a recitation limiting the obligation represented thereby to that Series and its assetsclaim. (c) Dividends The power of the Trustees to pay dividends and make distributions shall be governed by Article VIII of this Agreement with respect to the Interests in the Company not in the Series. With respect to any Series, dividends and distributions on Interests of a particular Series or Class may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Holders of Interests in that Series or ClassSeries, from such of the income and capital gains, accrued or realized, from the Trust Company Property belonging to that Series or Class as the Trustees Trustee may determine, after providing for actual and accrued liabilities belonging to that Series or ClassSeries. All dividends and distributions on Interests in a particular Series or Class shall be distributed pro rata to the Holders of Interests in that Series or Class in proportion to the total outstanding Interests in that Series or Class held by such Holders at the date and time of record establishment for the payment of such dividends or distribution. (d) The Interests in a Series or Class of the Trust Company shall represent beneficial limited liability company interests in the Trust Company Property belonging to in such Series or ClassSeries. Each Holder of Interests in a Series or Class shall be entitled to receive its pro rata share of distributions of income and capital gains made with respect to such Series or ClassSeries. Upon reduction or withdrawal of its Interests or indemnification for liabilities incurred by reason of being or having been a Holder of Interests in a Series or ClassSeries, such Holder shall be paid solely out of the funds and property of such Series or Class of the TrustCompany. Upon liquidation or termination of a Series or Class of the TrustCompany, Holders of Interests in such Series or Class shall be entitled to receive a pro rata share of the Trust Company Property belonging to such Series or ClassSeries. A Holder of Interests in a particular Series or Class of the Trust Company shall not be entitled to participate in a derivative or class action lawsuit on behalf of any other Series or Class or the Holders of Interests in any other Series or Class of the TrustCompany. (e) Notwithstanding any other provision hereof, if the Trust Property has been divided into two or more Series or Classes, then on On any matter submitted to a vote of Holders of Interests in the TrustCompany, all Interests then entitled to vote shall be voted by with respect to the individual Series or ClassesSeries, except that (1i) when required by the 1940 Act, Interests shall be voted in the aggregate and not by the individual Series or ClassesSeries, and (2ii) when the Trustees have determined that the matter affects only the interests of Holders of Interests in a limited number of Series or ClassesSeries, then only the Holders of Interests in such Series or Class shall be entitled to vote thereon. Except as otherwise provided in this Article VIIIIX, the Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, including voting and dividend rights, of each Series or Class of Interests. (f) The establishment and designation of any additional Series or Class of Interests other than those set forth above established after the date hereof shall be effective upon the Series Class adoption execution by a majority of the then Trustees of an instrument, or by approval by a majority of the then Trustees of a resolution by the Trustees resolution, setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such instrument or resolution. The Trustees may, in any such instrument or resolution, designate a separate business purpose or investment objective for any such Series. At any time that there are no Interests outstanding of any particular Series previously established and designated, the Interests Trustees may by an instrument executed by a majority of each such their number terminate that Series and the establishment and designation thereof. Each instrument or Classresolution referred to in this paragraph shall have the status of an amendment to this Agreement. (g) If As of the Trust Property has been divided into two or more Seriesdate hereof, then Section 9.2 there are six Series of this Agreement shall apply also with respect to each Interests designated as "Columbia High Income Master Portfolio," "Columbia International Value Master Portfolio," "Columbia ▇▇▇▇▇▇▇ Focused Equities Master Portfolio," "Columbia ▇▇▇▇▇▇▇ Growth Master Portfolio," "Columbia Small Cap Growth Master Portfolio" and "Columbia Large Cap Core Master Portfolio." Each such Series as if such Series were a separate trust. (h) The Trustees shall be authorized to issue consists of an unlimited number of Interests of each SeriesInterests, and has the rights and privileges as set forth herein. (i) Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that Holders of Interests of any Series or Class shall have the right to convert said Interests into one or more other Series or Class in accordance with such requirements and procedures as may be established by the Trustees.

Series of Interests. The Trustees shall have Upon the power establishment from time to divide time of the Trust Property into two or more Series and may further divide each Series into separate Classes. The Series, the following provisions shall be applicable to such Series and Classes and any further Series and Classes that may from time to time be established and designated by the Trusteesapplicable: (a) All consideration received by the Trust Company for the issue or sale of Interests of a particular Series or Class together with all Trust Company Property in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series or Class for all purposes, subject only to the rights of creditors of such Series or Class and except as may otherwise be required by applicable tax laws, and shall be so recorded upon the books of account of the TrustCompany. In the event that there is any Trust Company Property, or any income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series or ClassSeries, the Trustees shall allocate them among any one or more of the Series or Class established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitableequitable and such Company Property shall be held in the separate and distinct records of the Series as so allocated. Each such allocation by the Trustees shall be conclusive and binding upon the Holders of all Interests for all purposes. (b) The Trust Company Property belonging to each particular Series shall be charged with the debts, liabilities and obligations of the Trust Company in respect of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities, expenses, costs, charges and reserves allocated solely to a particular Class, if any, shall be borne by that Class. Any any general liabilities, expenses, costs, charges or reserves of the Trust Company which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Holders of all Interests for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 ActAct or DLLCA, to determine which items shall be treated as income and which items as capital, ; and each such determination and allocation shall be conclusive and binding upon the Holders. Without limitation of the foregoing provisions of this Section, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company generally or any other Series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof shall be enforceable against the assets of such Series. Notice of this limitation on inter-series liabilities mayAll persons extending credit to, in the Trustees' sole discretion, be set forth in the certificate of trust or contracting with or having any claim against a particular Series of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant Company shall look only to the DBTA, and upon the giving assets of that particular Series for payment of such notice in the certificate of trust, the statutory provisions of Section 3805 of the DBTA relating to limitations on inter-series liabilities (and the statutory effect under Section 3805 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Every note, bondcredit, contract or other undertaking issued by or on behalf of a particular Series shall include a recitation limiting the obligation represented thereby to that Series and its assetsclaim. (c) Dividends The power of the Trustees to pay dividends and make distributions shall be governed by Article VIII of this Agreement with respect to the Interests in the Company not in the Series. With respect to any Series, dividends and distributions on Interests of a particular Series or Class may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolution adopted only once or with such frequency as the Trustees may determine, to the Holders of Interests in that Series or ClassSeries, from such of the income and capital gains, accrued or realized, from the Trust Company Property belonging to that Series or Class as the Trustees Trustee may determine, after providing for actual and accrued liabilities belonging to that Series or ClassSeries. All dividends and distributions on Interests in a particular Series or Class shall be distributed pro rata to the Holders of Interests in that Series or Class in proportion to the total outstanding Interests in that Series or Class held by such Holders at the date and time of record establishment for the payment of such dividends or distribution. (d) The Interests in a Series or Class of the Trust Company shall represent beneficial limited liability company interests in the Trust Company Property belonging to in such Series or ClassSeries. Each Holder of Interests in a Series or Class shall be entitled to receive its pro rata share of distributions of income and capital gains made with respect to such Series or ClassSeries. Upon reduction or withdrawal of its Interests or indemnification for liabilities incurred by reason of being or having been a Holder of Interests in a Series or ClassSeries, such Holder shall be paid solely out of the funds and property of such Series or Class of the TrustCompany. Upon liquidation or termination of a Series or Class of the TrustCompany, Holders of Interests in such Series or Class shall be entitled to receive a pro rata share of the Trust Company Property belonging to such Series or ClassSeries. A Holder of Interests in a particular Series or Class of the Trust Company shall not be entitled to participate in a derivative or class action lawsuit on behalf of any other Series or Class or the Holders of Interests in any other Series or Class of the TrustCompany. (e) Notwithstanding any other provision hereof, if the Trust Property has been divided into two or more Series or Classes, then on On any matter submitted to a vote of Holders of Interests in the TrustCompany, all Interests then entitled to vote shall be voted by with respect to the individual Series or ClassesSeries, except that (1i) when required by the 1940 Act, Interests shall be voted in the aggregate and not by the individual Series or ClassesSeries, and (2ii) when the Trustees have determined that the matter affects only the interests of Holders of Interests in a limited number of Series or ClassesSeries, then only the Holders of Interests in such Series or Class shall be entitled to vote thereon. Except as otherwise provided in this Article VIIIIX, the Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, including voting and dividend rights, of each Series or Class of Interests. (f) The establishment and designation of any additional Series or Class of Interests other than those set forth above established after the date hereof shall be effective upon the Series Class adoption execution by a majority of the then Trustees of an instrument, or by approval by a majority of the then Trustees of a resolution by the Trustees resolution, setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such instrument or resolution. The Trustees may, in any such instrument or resolution, designate a separate business purpose or investment objective for any such Series. At any time that there are no Interests outstanding of any particular Series previously established and designated, the Interests Trustees may by an instrument executed by a majority of each such their number terminate that Series and the establishment and designation thereof. Each instrument or Classresolution referred to in this paragraph shall have the status of an amendment to this Agreement. (g) If As of the Trust Property has been divided into two or more Seriesdate hereof, then Section 9.2 there are six Series of this Agreement shall apply also with respect to each Interests designated as “Columbia High Income Master Portfolio,” “Columbia International Value Master Portfolio,” “Columbia ▇▇▇▇▇▇▇ Focused Equities Master Portfolio,” “Columbia ▇▇▇▇▇▇▇ Growth Master Portfolio,” “Columbia Small Cap Growth Master Portfolio” and “Columbia Large Cap Core Master Portfolio.” Each such Series as if such Series were a separate trust. (h) The Trustees shall be authorized to issue consists of an unlimited number of Interests of each SeriesInterests, and has the rights and privileges as set forth herein. (i) Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that Holders of Interests of any Series or Class shall have the right to convert said Interests into one or more other Series or Class in accordance with such requirements and procedures as may be established by the Trustees.