Common use of Distribution of Acquiring Fund Shares Clause in Contracts

Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMT, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

Appears in 4 contracts

Samples: Reorganization Agreement (Mainstay Funds Trust), Reorganization Agreement (Mainstay Funds Trust), Reorganization Agreement (Mainstay Funds Trust)

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Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMTFCST, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Investor Class A shares of the Acquired Fund will receive Class Z A shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Institutional Class Y shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Mainstay Funds Trust), Agreement and Plan of Reorganization (Mainstay Funds Trust), Reorganization Agreement (Mainstay Funds Trust)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMT, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; holders of Class I shares of the Acquired Fund will receive Class A shares of the Acquiring Fund; and holders of Class Y shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to each Acquired Fund Shareholders Shareholder shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by that Acquired Fund Shareholders Shareholder at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Mainstay Funds Trust), Agreement and Plan of Reorganization (Mainstay Funds Trust)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) Effective Time (or as soon thereafter as is reasonably practicable), AMTKeystone, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class I shares of the Acquired Fund will receive Class I Shares of the Acquiring Fund, and holders of Class A shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y shares of the Acquired Fund will receive Class I shares A Shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Keystone Mutual Funds), Agreement and Plan of Reorganization (Mainstay Funds Trust)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) Effective Time (or as soon thereafter as is reasonably practicable), AMTMcMorgan Funds, on behalf of the Acquired Fund, will distribute the Class I Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”"ACQUIRED FUND SHAREHOLDERS") in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Class I Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”"ACQUIRED FUND SHARES") owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Class I Acquiring Fund Shares in connection with such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Mainstay Funds), Reorganization Agreement (Mainstay Funds)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) Effective Time (or as soon thereafter as is reasonably practicable), AMTMcMorgan Funds, on behalf of the Acquired Fund, will distribute the Class I Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the McMorgan Fund Class and Class Z shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”"ACQUIRED FUND SHAREHOLDERS") in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished accomplished, with respect to each class of the Acquired Fund's shares, by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Class I Acquiring Fund Shares to be so credited to McMorgan Fund Class and Class Z Acquired Fund Shareholders shall shall, with respect to each class, be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”"ACQUIRED FUND SHARES") of the corresponding class owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Class I Acquiring Fund Shares in connection with such exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Mainstay Funds), Agreement and Plan of Reorganization (Mainstay Funds)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMTMSF, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds MFT pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class A A, Investor Class, Class C, Class I, Class R1, Class R2, Class R3 and Class R6 shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of A, Investor Class, Class C shares of the Acquired Fund will receive C, Class C shares of the Acquiring Fund; holders of I, Class F shares of the Acquired Fund will receive R1, Class I shares of the Acquiring Fund; R2, Class R3 and holders of Class Y shares of the Acquired Fund will receive Class I R6 shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mainstay Funds Trust)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMTVET, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z A shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F I shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; holders of Class R shares of the Acquired Fund will receive Class R3 shares of the Acquiring Fund; holders of Class R6 shares of the Acquired Fund will receive Class R6 shares of the Acquiring Fund; and holders of Class Y W shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchangeexchange.f Class P3 shares and Class T shares of the Acquired Fund will be liquidated in connection with the Reorganization.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mainstay Funds Trust)

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Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMTFCST, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Investor Class A shares of the Acquired Fund will receive Class Z A shares of the Acquiring Fund; , holders of Institutional Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y Z shares of the Acquired Fund will receive Class I R6 shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mainstay Funds Trust)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) Effective Time (or as soon thereafter as is reasonably practicable), AMT, on behalf of the each Acquired Fund, Fund will distribute the Acquiring Fund Shares received from MainStay Funds its corresponding Acquiring Fund pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the "Acquired Fund Shareholders") in complete liquidation of the each Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the each Acquired Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to the respective Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the each respective Acquired Fund (the "Acquired Fund Shares") owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding shares of each Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired FundFunds. The Acquiring Fund Funds shall not issue share certificates representing the Acquiring Fund Shares in connection with such exchange.. Recorded Ownership of Acquiring Fund Shares. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds' Transfer Agent (as defined in paragraph 3.3). Filing Responsibilities of the Acquired Funds. Any reporting responsibility of the Acquired Funds, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the "Commission"), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Funds up to and including the Closing Date and such later date as the Acquired Funds' existence is terminated. VALUATION Net Asset Value of the Acquired Funds. The net asset value of the Acquired Fund Shares shall be the net asset value computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures of the Acquired Funds. Net Asset Value of the Acquiring Funds. The net asset value of the Acquiring Fund Shares shall be the net asset value computed as of the Valuation Time, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures of the Acquiring Funds. Calculation of

Appears in 1 contract

Samples: Reorganization Agreement (RBB Fund, Inc.)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMTVMF, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z A shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F I shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y W shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; holders of Class R shares of the Acquired Fund will receive Class R3 shares of the Acquiring Fund; and holders of Class R6 shares of the Acquired Fund will receive Class R6 shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. Class P3 shares and Class T shares of the Acquired Fund will be liquidated in connection with the Reorganization.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mainstay Funds Trust)

Distribution of Acquiring Fund Shares. At the Closing (as defined below) (or as soon thereafter as is reasonably practicable), AMTVMF, on behalf of the Acquired Fund, will distribute the Acquiring Fund Shares received from MainStay Funds pursuant to paragraph 1.1, pro rata to the record holders of the shares of the Acquired Fund determined as of the Effective Time (the “Acquired Fund Shareholders”) in complete liquidation of the Acquired Fund. Holders of Class A shares of the Acquired Fund will receive Class Z A shares of the Acquiring Fund; holders of Class C shares of the Acquired Fund will receive Class C shares of the Acquiring Fund; holders of Class F I shares of the Acquired Fund will receive Class I shares of the Acquiring Fund; and holders of Class Y W shares of the Acquired Fund will receive Class I shares of the Acquiring Fund. Such distribution and liquidation will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the then outstanding shares of beneficial interest of the Acquired Fund (the “Acquired Fund Shares”) owned by Acquired Fund Shareholders at the Effective Time. All issued and outstanding Acquired Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. Class T shares of the Acquired Fund will be liquidated in connection with the Reorganization.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mainstay Funds Trust)

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