Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) the Acquired Fund will make a liquidating distribution, pro rata to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares 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 name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable but in no event later than 12 months after the Closing Date (the “"Liquidation Date”"): (a) the Acquired Fund will make a liquidating distributiondistribute in complete liquidation of the Acquired Fund, pro rata to its common shareholders of record (the “Acquired Fund Shareholders”)record, determined as of the close of business on the Valuation Date (Date, as such term is defined in paragraph 2.1Section 2.1 (the "Acquired Fund Shareholders"), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1Section 1.1 (together with any dividends declared with respect thereto to holders of record as of a time after the Valuation Date and prior to the Liquidation Date ("Interim Dividends")); and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares 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 name of such Acquired Fund Shareholders and representing such shareholders' pro rata share of the Acquiring Fund Shares received by the Acquired Fund, and by paying to the shareholders of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due any Interim Dividends on such shareholderstransferred shares. All issued and outstanding common shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Notwithstanding any other provision of this Agreement, cash in lieu of fractional Acquiring Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect Shares may be distributed to Acquired Fund shares Shareholders provided that are held the amount of record by cash is not less than the Acquired net asset value of such fractional Acquiring Fund Shareholder at the Effective Time on the Closing DateShares.

LIQUIDATION AND DISTRIBUTION. On or as soon after the its Closing Date as is conveniently practicable (the “"Liquidation Date”"): (a) the Acquired each Selling Fund will make a liquidating distributiondistribute in complete liquidation of the Selling Fund, pro rata to its shareholders of record (the “Acquired Fund Shareholders”)record, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1the "Selling Fund Shareholders"), of all of the Acquiring Fund Shares received by the Acquired Selling Fund pursuant to paragraph 1.1; and (b) the Acquired Selling Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired 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 Acquired Selling Fund Shareholders, and representing the respective pro rata PRO RATA number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Selling Fund will simultaneously be canceled on the books of the Acquired Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Selling Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Selling Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Selling Fund shares that are held of record by the Acquired a Selling Fund Shareholder at the Effective Time on the its respective Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable possible, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Acquired Selling Fund will make a liquidating distributiondistribute in complete liquidation of the Selling Fund, pro rata to its shareholders of record (the “Acquired Fund Shareholders”)record, determined as of the close of business on the Valuation Date (as defined in paragraph Section 2.1) (each, a “Selling Fund Shareholder” and together, the “Selling Fund Shareholders”), of all of the Acquiring Fund Shares received by the Acquired Selling Fund pursuant to paragraph Section 1.1; and (b) the Acquired Selling Fund will thereupon proceed to dissolve and terminate as set forth in paragraph Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired 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 Acquired Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Selling Fund Shareholders shall be equal to the aggregate net asset value of the Selling Fund shares owned by such shareholders as of the Valuation Date (as defined below). The Acquiring Fund shall have no obligation to inquire as to the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correct. All issued and outstanding shares of the Acquired Selling Fund will simultaneously be canceled on the books of the Acquired Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) the Acquired each Transferring Fund will make a liquidating distribution, pro rata to its shareholders of record (the “Acquired Transferring Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Transferring Fund pursuant to paragraph 1.1; and (b) the Acquired Transferring Fund will thereupon proceed to terminate as set forth in paragraph 1.8 1.9 below. Such distribution will 4551813 be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Transferring Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Transferring Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Transferring Fund will simultaneously be canceled on the books of the Acquired Transferring Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Transferring Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Transferring Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Transferring Fund shares that are held of record by the Acquired a Transferring Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) the Acquired each Transferring Fund will make a liquidating distribution, pro rata to its shareholders of record (the “Acquired Transferring Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Transferring Fund pursuant to paragraph 1.1; and (b) the Acquired Transferring Fund will thereupon proceed to terminate as set forth in paragraph 1.8 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Transferring Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Transferring Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Transferring Fund will simultaneously be canceled on the books of the Acquired Transferring Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Transferring Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Transferring Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Transferring Fund shares that are held of record by the Acquired a Transferring Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the its Closing Date as is conveniently practicable (the “"Liquidation Date”"): (a) the Acquired each Selling Fund will make a liquidating distributiondistribute in complete liquidation of the Selling Fund, pro rata to its shareholders of record (the “Acquired Fund Shareholders”)record, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1the "Selling Fund Shareholders"), of all of the Acquiring Fund Shares received by the Acquired Selling Fund pursuant to paragraph 1.1; and (b) the Acquired Selling Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired 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 Acquired Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Selling Fund will simultaneously be canceled on the books of the Acquired Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Selling Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Selling Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Selling Fund shares that are held of record by the Acquired a Selling Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) , the Acquired Fund will make a liquidating distributiondistribute, in liquidation, all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1, pro rata to its shareholders of record (the “Acquired Fund Shareholders”)record, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1) (the “Acquired Fund Shareholders”). In the Reorganization, each Acquired Fund Shareholder will receive the number of all of the Acquiring Fund Shares received by that has an aggregate NAV equal to the aggregate NAV of the Acquired Fund pursuant to paragraph 1.1; and (b) the Shares held of record by such Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 belowShareholder on the Closing Date. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares 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 name names of the Acquired Fund Shareholders, and representing the respective pro rata number numbers of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, and the Acquired Fund and Esoterica Trust will thereupon proceed to terminate as set forth in paragraph 1.7 below. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transferexchange. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares Shares that are held of record by the Acquired Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) the Acquired Fund will make a liquidating distribution, pro rata to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares 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 name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. The aggregate net asset value of the Acquiring Fund Shares issued pursuant to this paragraph will equal the aggregate net asset value of the Acquired Fund Shares, each as determined on the Valuation Date using the valuation procedures set forth below. All issued and outstanding shares of the Acquired Fund will simultaneously be redeemed by the Acquired Fund and canceled on the books of the Acquired Fundits books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholder Shareholders at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) the Acquired Fund will make a liquidating distributiondistribute, in liquidation, all of the Acquiring Fund Shares (and cash in lieu of fractional shares, if any) received by the Acquired Fund pursuant to paragraph 1.1, pro rata to its shareholders of record (the “Acquired Fund Shareholders”)record, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1) (the “Acquired Fund Shareholders”), . Each Acquired Fund Shareholder will receive the number of all of the Acquiring Fund Shares received by (and cash in lieu of fractional shares, if any) that has an aggregate NAV equal to the aggregate NAV of the Acquired Fund pursuant to paragraph 1.1; and (b) the Shares held of record by such Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 belowShareholder on the Closing Date. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares 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 name names of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, and the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 below. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transferexchange. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares Shares that are held of record by the Acquired Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the its Closing Date as is conveniently practicable (the “"Liquidation Date”"): (a) the Acquired each Selling Fund will make a liquidating distributiondistribute in complete liquidation of the Selling Fund, pro rata to its shareholders of record (the “Acquired Fund Shareholders”)record, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1the "Selling Fund Shareholders"), of all of the Acquiring Fund Shares received by the Acquired Selling Fund pursuant to paragraph 1.1; and (b) the Acquired Selling Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired 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 Acquired Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Selling Fund will simultaneously be canceled on the books of the Acquired Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Selling Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Selling Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Selling Fund shares that are held of record by the Acquired a Selling Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) the Acquired Fund will make a liquidating distribution, pro rata by Class A and Class I, respectively, to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares 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 name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. The aggregate net asset value of the Acquiring Fund Shares issued pursuant to this paragraph will equal the aggregate net asset value of the Acquired Fund Shares, each as determined on the Valuation Date using the valuation procedures set forth below. All issued and outstanding shares of the Acquired Fund will simultaneously be redeemed by the Acquired Fund and canceled on the books of the Acquired Fundits books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholder Shareholders at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the “Liquidation Date”): (a) the Acquired Fund will make a liquidating distribution, pro rata to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares 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 name of the Acquired Fund Shareholders, and representing represent the respective pro rata number of Acquiring Fund Shares due such shareholders. The aggregate net asset value of the Acquiring Fund shares issued pursuant to this paragraph will equal the aggregate net asset value of the Acquired Fund shares, each as determined on the Valuation Date using the valuation procedures set forth below. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholder Shareholders at the Effective Time on the Closing Date.