Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible (the “Liquidation Date”): (a) each Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Stockholders”), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the respective Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Stockholders, and representing the respective pro rata number of Acquiring Fund Shares due such stockholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible (the “Liquidation Date”): (a) each the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund StockholdersShareholders”), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the respective Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund StockholdersShareholders, and representing the respective pro rata number of Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the “"Liquidation Date”"): (a) each the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “"Selling Fund Stockholders”Shareholders"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section paragraph 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 paragraph 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the respective Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund StockholdersShareholders, and representing the respective pro rata number of Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible (the “Liquidation Date”): (a) each Selling the Acquired Fund will distribute in complete liquidation of the Selling Acquired Fund, pro rata by class to its stockholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Acquired Fund Stockholders”), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the respective Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Acquired Fund Stockholders, and representing the respective pro rata number of Acquiring Fund Shares due such stockholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the “"Liquidation Date”): "), (a) each Selling the Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders the Acquired Fund's shareholders of recordrecord (the "Acquired Fund Shareholders"), determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Stockholders”below), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the respective Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Stockholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transfer.exchange. 1.5

LIQUIDATION AND DISTRIBUTION. On or as soon after the its Closing Date as is possible conveniently practicable (the “"Liquidation Date”"): (a) each Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “"Selling Fund Stockholders”Shareholders"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the respective Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund StockholdersShareholders, and representing the respective pro rata number of Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the “"Liquidation Date”): "), (a) each Selling the Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders the Acquired Fund's shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling "Acquired Fund Stockholders”Shareholders"), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the respective Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Stockholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transfer.exchange. 1.5

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the “Liquidation Date”): ), (a) each Selling the Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders the Acquired Fund’s shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Acquired Fund StockholdersShareholders”), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the respective Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Stockholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible (the “Liquidation Date”): (a) each the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class Investor and Institutional Class, respectively, to its stockholders shareholders of record, record determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund StockholdersShareholders”), all of the Investor Class and Class L Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the respective Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund StockholdersShareholders, and representing the respective pro rata number of Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by the Selling Corporation and canceled on the books of the Selling Fundits books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the “"Liquidation Date”): "), (a) each Selling the Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders the Acquired Fund's shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling "Acquired Fund Stockholders”Shareholders"), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the respective Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Stockholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the “"Liquidation Date”): "), (a) each Selling the Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders the Acquired Fund's shareholders of recordrecord (the "Acquired Fund Shareholders"), determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Stockholders”below), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the respective Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Stockholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible practicable (the “Liquidation Date”): ), (a) each Selling the Acquired Fund will completely liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its stockholders the Acquired Fund’s shareholders of recordrecord of each class, determined as of the close of business on the Valuation Date (as defined in Section 2.1) Closing (the “Selling Acquired Fund StockholdersShareholders”), all of the Acquiring Fund Shares of the corresponding class received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the respective Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Stockholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such stockholdersshareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.