Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, (a) each Transferring Fund will liquidate and distribute pro rata to the Transferring Fund's shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date (such time and date being hereinafter called the “Valuation Date”), the Acquiring Fund Shares received by the Transferring Fund pursuant to paragraph 1.1; and (b) the Transferring Funds will thereupon proceed to termination as set forth in 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 Transferring Funds on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Transferring Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. Such liquidation and distribution shall be accomplished on a class equivalent basis, i.e., Class A shares of the Transferring Funds shall be exchanged for Class A (or similar type) shares of the Acquiring Fund, Class C shares of the Transferring Funds shall be exchanged for Class C (or similar type) shares of the Acquiring Fund. All issued and outstanding shares of the Transferring Funds will simultaneously be canceled on the books of the Transferring Funds. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, (a) each Transferring Fund will liquidate and distribute pro rata to the Transferring Fund's its Class I, Class II and Institutional Class (if applicable) shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date (such time and date being hereinafter called the “Valuation Date”), the Class I, Class II and Institutional Class, respectively, Acquiring Fund Shares received by the that Transferring Fund pursuant to paragraph 1.1; and (b) the each Transferring Funds Fund will thereupon proceed to termination liquidation as set forth in 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 Transferring Funds Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. Such liquidation and distribution shall be accomplished on a class equivalent basis, i.e., Class A I shares of the Transferring Funds Fund shall be exchanged for Class A (or similar type) I shares of the Acquiring Fund, Class C II shares of the Transferring Funds Fund shall be exchanged for Class C (or similar type) II shares of the Acquiring Fund and Institutional Class shares of the Transferring Fund shall be exchanged for Institutional Class shares of the Acquiring Fund. All issued and outstanding shares of the each Transferring Funds Fund will simultaneously be canceled on the books of the that Transferring FundsFund. The Acquiring Fund Funds shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, practicable (the “Liquidation Date”): (a) each Transferring Acquired Fund will liquidate and distribute make a liquidating distribution, pro rata to the Transferring Fund's its shareholders of record of each class of its shares (the “Transferring Acquired Fund Shareholders”) of record), determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Valuation Date (such time and date being hereinafter called the “Valuation Date”as defined in paragraph 2.1), of all of the corresponding class of the Acquiring Fund Shares received by the Transferring each Acquired Fund pursuant to paragraph 1.1; and (b) the Transferring Funds each Acquired Fund will thereupon proceed to termination terminate as set forth in 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 Transferring Funds corresponding Acquired Fund on the books of the each Acquiring Fund to open accounts on the share records of the each Acquiring Fund in the names name of the Transferring Acquired Fund Shareholders Shareholders, and representing represent the respective pro rata number of the corresponding Acquiring Fund Shares due such shareholders. Such liquidation and distribution shall be accomplished on a The aggregate net asset value of each class equivalent basis, i.e., Class A of Acquiring Fund shares issued pursuant to this paragraph will equal the aggregate net asset value of the Transferring Funds shall be exchanged for Class A (or similar type) shares corresponding class of Acquired Fund shares, each as determined on the Acquiring Fund, Class C shares of Valuation Date using the Transferring Funds shall be exchanged for Class C (or similar type) shares of the Acquiring Fundvaluation procedures set forth below. All issued and outstanding shares of the Transferring Funds each Acquired Fund will simultaneously be canceled on the books of the Transferring FundsAcquired Fund. The Acquiring Fund Funds shall not issue certificates representing the Acquiring Fund Shares in connection with such exchangetransfer. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the corresponding Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund shares that are held of record by each 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, practicable but in no event later than 12 months after the Closing Date (the “Liquidation Date”): (a) each Transferring Acquired Fund will liquidate and distribute in complete liquidation of the Acquired Fund, pro rata to the Transferring Fund's its common shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date Valuation Time (such time and date being hereinafter called the “Valuation DateAcquired Fund Common Shareholders”), all of the Acquiring Fund Common Shares received by the Transferring such 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 Time and prior to the Liquidation Date (“Interim Dividends”)) and to its preferred shareholders of record, determined as of the Valuation Time (“Acquired Fund Preferred Shareholders” and, collectively with each Acquired Fund Common Shareholders, the “Acquired Fund Shareholders”), one share of Acquiring Fund MTP Shares received by such Acquired Fund (together with any Interim Dividends) in exchange for each Acquired Fund MTP Share held by such Acquired Fund Preferred Shareholder immediately prior to its respective Reorganization; and (b) the Transferring Funds each Acquired Fund will thereupon proceed to termination dissolve and terminate as set forth in paragraph Section 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 Transferring Funds each 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 Transferring Acquired Fund Shareholders and representing representing, in the respective case of an Acquired Fund Common Shareholder, such shareholder’s pro rata number share of the Acquiring Fund Common Shares due received by such shareholders. Such liquidation Acquired Fund and distribution shall be accomplished on in the case of an Acquired Fund Preferred Shareholder, a class equivalent basisnumber of Acquiring Fund MTP Shares received by such Acquired Fund equal to the number of Acquired Fund MTP Shares held by such shareholder immediately prior to the Closing Date (as set forth above), i.e., Class A shares and by paying to the shareholders of the Transferring Funds shall be exchanged for Class A (or similar type) shares of the Acquiring Fund, Class C shares of the Transferring Funds shall be exchanged for Class C (or similar type) shares of the Acquiring FundAcquired Fund any Interim Dividends on such transferred shares. All issued and outstanding common and preferred shares of the Transferring Funds each Acquired Fund will simultaneously be canceled on the books of the Transferring FundsAcquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchangetransfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, practicable (the “Liquidation Date”): (a) each Transferring the Acquired Fund will liquidate and distribute distribute, in liquidation, all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1, pro rata to the Transferring Fund's its shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Valuation Date (such time and date being hereinafter called as defined in paragraph 2.1) (the “Valuation DateAcquired Fund Shareholders”), . Each Acquired Fund Shareholder will receive in respect of the Acquired Fund Shares of each class the number of full and fractional Acquiring Fund Shares received of the class corresponding to that class of shares that has an aggregate NAV equal to the aggregate NAV of the Acquired Fund Shares and class held of record by such Acquired Fund Shareholder on the Transferring Fund pursuant to paragraph 1.1; and (b) the Transferring Funds will thereupon proceed to termination as set forth in paragraph 1.8 belowClosing Date. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Transferring Funds 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 Transferring Acquired Fund Shareholders and Shareholders, representing the respective pro rata number of the Acquiring Fund Shares of each class due such shareholders. Such liquidation and distribution shall be accomplished on a class equivalent basis, i.e., Class A shares of the Transferring Funds shall be exchanged for Class A (or similar type) shares of the Acquiring Fund, Class C shares of the Transferring Funds shall be exchanged for Class C (or similar type) shares of the Acquiring Fund. All issued and outstanding shares of the Transferring Funds Acquired Fund Shares will simultaneously be canceled on the books of the Transferring FundsAcquired Fund, and the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.7 below. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 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.