Expenses of Reorganization. The expenses relating to the proposed Reorganization will be borne by New York Life Investments. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, if any, preparation of the registration statement, printing and distributing the Proxy Statement, legal fees, accounting fees, securities registration fees, proxy solicitation expenses and expenses of holding shareholders’ meetings.
Expenses of Reorganization. All fees and expenses incurred directly in connection with the consummation of the Reorganization and the transactions contemplated by this Agreement will be borne by the Purchaser and the Seller as agreed between them, without regard to whether the Reorganization is consummated, as set forth in the Purchase Agreement or otherwise agreed in writing. Notwithstanding the foregoing, to the extent there are any transaction costs (including brokerage commissions, transaction charges and related fees) associated with the sales and purchases made in connection with the Reorganizations, these will be borne by the Acquired Fund with respect to the portfolio transitioning conducted before the Reorganization and borne by the Acquiring Fund with respect to the portfolio transitioning conducted after the Reorganization.
Expenses of Reorganization. New York Life Investments and Fiera Capital shall bear equally (based on a 50/50 split) the following costs incurred with respect to the Reorganization: (1) costs of preparing requisite supplements for the prospectus or SAI of the Acquired Fund in relation to the Reorganization; (2) the following specific costs related to obtaining the approval of the Acquired Fund’s shareholders in relation to Reorganization, including: (i) preparation and filing of the proxy statement/prospectus on Form N-14 (legal, auditor and filing fees); and (ii) distribution (mailing) of the proxy statement/prospectus and costs of proxy solicitation and tabulation services; (3) costs to prepare and execute closing documents in relation to the Reorganization, inclusive of required legal and tax opinions; and (4) other costs as may be required in connection with the Reorganization (including, without limitation, in connection with holding meetings of the Boards of Trustees of the MainStay Funds and FCST and of the shareholders of the Acquired Fund, and the preparation and review of materials in connection therewith, and any transfer agent, sub-transfer agent or custodial expenses).
Expenses of Reorganization. The expenses relating to the proposed Reorganization will be paid by the Advisor. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, legal fees and accounting fees with respect to the Reorganization, costs related to obtaining any necessary shareholder or partner approvals (including related legal fees and accounting fees, costs of preparing any proxy or information statements, costs of holding shareholder or partner meetings), and all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.
Expenses of Reorganization. The expenses relating to the Reorganization, other than transaction costs (including brokerage commissions, transaction charges and related fees) associated with any sales and purchases made in connection with the Reorganization, will be borne by the Acquiring Fund Adviser and its affiliates and the Acquired Fund Adviser and its affiliates and will not be paid by the Funds, whether or not the Reorganization is consummated. The expenses relating to the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, if any, organization of the Acquiring Fund, preparing, printing and distributing the N-14 Registration Statement, proxy solicitation, expenses of holding shareholders’ meetings, and legal fees, accounting fees and securities registration fees. ARTICLE IX
Expenses of Reorganization. (A) CBRE and New York Life Investments (together the “Purchasers”), jointly, and VIL shall bear their own respective expenses, including legal fees, in relation to the performance of this Agreement and the Closing. (B) The Purchasers, jointly, and VIL shall bear equally (based on a 50/50 split between the Purchasers and VIL) the following costs incurred with the acquisition and acceptance of all of the then-outstanding assets and assumption of all liabilities of the Acquired Fund by the Acquiring Fund in accordance with the terms and conditions of this Agreement (“Fund Reorganization Transactions”) up to a limit of $1.0 million, with any amount over $1.0 million being borne solely by the Purchasers (based on a 50/50 split of any such amount over $1.0 million between the Purchasers): (1) costs of preparing requisite supplements for the prospectus or statement of additional information of each Fund in relation to the Fund Reorganization Transactions; (2) the following specific costs related to obtaining the approval of the Acquired Fund’s shareholders in relation to the Fund Reorganization Transactions, including: (i) preparation and filing of the Proxy Statement (legal, auditor and filing fees); and (ii) distribution (mailing) of the Proxy Statement and costs of proxy solicitation and tabulation services; (3) costs to prepare and execute closing documents in relation to the Fund Reorganization Transactions, inclusive of required legal and tax opinions; and (4) other costs as may be required in connection with the Fund Reorganization Transactions.
Expenses of Reorganization. Except for (1) any commissions, transaction costs and other direct expenses of liquidating portfolio investments incurred by the Acquired Fund in connection with the Reorganization and (2) ordinary operating expenses of the Acquired Fund through the Closing Date, the expenses relating to the Reorganization will be borne by NYLIM whether or not the Reorganization is consummated. The expenses of the Reorganization include, but are not limited to, (i) shareholder meeting and proxy costs such as printing, mailing, solicitation and tabulation; (ii) costs associated with the preparation and filing of Form N-14 and N-1A and any amendments or supplements thereto (including the fees of auditors and financial printers); (iii) costs associated with the preparation and distribution of shareholder communications (including all printing and mailing costs); (iv) costs associated with the deregistration and closing of the Acquired Funds (including all costs associated in the preparation and filing of Form N-8F and the Funds' final Form N-SAR, as well as any other required federal or state filings); (v) costs associated with any additional audits or financial statements necessary as a result of this transaction and the deregistration and closing of the Acquired Funds (including the preparation of stub financials (if needed), the conducting of any final audits and the preparation and filing of the final tax returns); (vi) any fees of banks, brokers (except as carved out above), custodians and transfer agents; and (vii) the fees of legal counsel for the Funds and the Independent Trustees.
Expenses of Reorganization. The Company shall pay for or reimburse the Members for all expenses of formation of each member of every nature and description, including, without limitation, reproduction, filing, recording and qualifying fees, lender related costs, legal and accounting fees.
Expenses of Reorganization. The expenses relating to the proposed Reorganization, whether or not consummated, will be borne by Upholdings Group with respect to the expenses related to the Upholdings LLC and the Target Fund, and with respect to the expenses related to Alpha Trust and the Acquiring Fund. The costs of the Reorganization shall include, but not be limited to: (1) the winding down the operations and terminating the existence of the Target Fund; (2) legal fees of counsel to the Target Fund and the Acquiring Fund, including those incurred in connection with the preparation of legal opinions, and accounting fees with respect to the Reorganization; (3) brokerage fees with respect to (a) the Target Fund’s sale of all of its securities, and (b) the Acquiring Fund’s purchase of the same or similar securities to those sold by the Target Fund, in each case in connection with the proposed Reorganization; and (4) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code or cause the Acquiring Fund to be treated as recognizing income for federal income tax purposes.
Expenses of Reorganization. The expenses relating to the proposed Reorganization, whether or not consummated, will be borne by FundX Investment Group. The costs of the Reorganization shall include, but not be limited to: (1) costs associated with obtaining any necessary order of exemption from the 1940 Act, preparing, printing and distributing the Proxy Statement and prospectus supplements of the Acquired Funds relating to the Reorganization, expenses of holding the shareholder meeting with respect to the Acquired Funds, and winding down the operations and terminating the existence of the Acquired Funds; (2) legal fees of counsel to each of the Acquired Funds and Acquiring Funds, including those incurred in connection with the preparation of legal opinions, and accounting fees with respect to the Reorganization and the Proxy Statement; and (3) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.
