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 Acquired Fund (a) will distribute the Acquiring Fund Shares it receives pursuant to paragraph 1.1 (a) to its shareholders of record determined as of the Effective Time (each, an “Acquired Fund Shareholder”), in proportion to their Acquired Fund Shares then held of record and in constructive exchange for their Acquired Fund Shares, and (b) will thereupon proceed to terminate as set forth in paragraph 1.8. That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the Acquired Fund Shareholders’ names and transferring those Acquiring Fund Shares thereto. Pursuant to that transfer, each Acquired Fund Shareholder’s account will be credited with the number of full and fractional Acquiring Fund Shares equal to the number of full and fractional Acquired Fund Shares that Acquired Fund Shareholder holds as of the Effective Time, by class (i.e., the account for each Acquired Fund Shareholder that holds Class A Acquired Fund Shares will be credited with the number of full and fractional Class A Acquiring Fund Shares due that Acquired Fund Shareholder, the account for each Acquired Fund Shareholder that holds Class C Acquired Fund Shares will be credited with the number of full and fractional Class C Acquiring Fund Shares due that Acquired Fund Shareholder, and the account for each Acquired Fund Shareholder that holds Institutional Class Acquired Fund Shares will be credited with the number of full and fractional Institutional Class Acquiring Fund Shares due that Acquired Fund Shareholder). The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each Acquired Fund Shareholder’s account will equal the aggregate net asset value of the identically designated class of Acquired Fund Shares that Acquired Fund Shareholder owns as of the Effective Time. All issued and outstanding Acquired Fund Shares, including any represented by certificates, will simultaneously be canceled on the Acquired Fund’s share transfer books. IMST shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. 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 with respect to Acquired Fund Shares that such Acquired Fund Shareholder held of record as of the Effective Time.

LIQUIDATION AND DISTRIBUTION. On or As soon as soon reasonably practicable after the Closing Date as is conveniently practicable, the Acquired Target Fund (a) will distribute all of the Acquiring Fund Shares it receives received by the Target Fund pursuant to paragraph 1.1 (a) Section 1.1 of this Reorganization Agreement on a pro rata basis to its shareholders of record record, determined as of the Effective Time close of business on the Valuation Date (each, an as defined in Section 2.1 of this Reorganization Agreement) (“Acquired Target Fund Shareholders”). Each Target Fund Shareholder”), in proportion to their Acquired ’s account shall be credited with the pro rata number of whole Acquiring Fund Shares then held having an aggregate NAV equal to the aggregate NAV of record the Target Fund shares that the Target Fund Shareholder holds at the Valuation Date. All issued and outstanding shares of the Target Fund will simultaneously be canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in constructive exchange for their Acquired connection with such transfer. Target Fund Shareholders that hold Target Fund Shares through accounts that are not permitted to hold Acquiring Fund Shares, such Acquiring Fund Shares may be held by a transfer agent of the Acquiring Fund for the benefit of such Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund Shares. Such liquidation and (b) distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders, representing the respective numbers of Acquiring Fund Shares due such shareholders, pending delivery of information with respect to accounts that are permitted to hold such Acquiring Fund Shares or, if any Target Fund Shareholder does not deliver information with respect to an account that is permitted to hold such Acquiring Fund Shares within one year of the Closing Date, such Acquiring Fund Shares will be liquidated and the cash proceeds will be distributed to such Target Fund Shareholder. All issued and outstanding Target Fund Shares will simultaneously be canceled on the books of the Target Fund, and the Target Fund will thereupon proceed to terminate as set forth in paragraph 1.81.7 below. That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the Acquired Fund Shareholders’ names and transferring those The Acquiring Fund Shares thereto. Pursuant to that transfer, each Acquired Fund Shareholder’s account will be credited with the number of full and fractional Acquiring Fund Shares equal to the number of full and fractional Acquired Fund Shares that Acquired Fund Shareholder holds as of the Effective Time, by class (i.e., the account for each Acquired Fund Shareholder that holds Class A Acquired Fund Shares will be credited with the number of full and fractional Class A Acquiring Fund Shares due that Acquired Fund Shareholder, the account for each Acquired Fund Shareholder that holds Class C Acquired Fund Shares will be credited with the number of full and fractional Class C Acquiring Fund Shares due that Acquired Fund Shareholder, and the account for each Acquired Fund Shareholder that holds Institutional Class Acquired Fund Shares will be credited with the number of full and fractional Institutional Class Acquiring Fund Shares due that Acquired Fund Shareholder). The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each Acquired Fund Shareholder’s account will equal the aggregate net asset value of the identically designated class of Acquired Fund Shares that Acquired Fund Shareholder owns as of the Effective Time. All issued and outstanding Acquired Fund Shares, including any represented by certificates, will simultaneously be canceled on the Acquired Fund’s share transfer books. IMST shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganizationsuch exchange. Each Acquired Target Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Target Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Target Fund Shares that such Acquired Fund Shareholder are held of record as of by the Target Fund Shareholder at the Effective TimeTime on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, the Acquired Fund (a) will distribute the Acquiring Fund Shares it receives pursuant to paragraph 1.1 (a) to its shareholders stockholders of record determined as of the Effective Time (each, an “Acquired Fund ShareholderStockholder”), in proportion to their Acquired Fund Shares then held of record and in constructive exchange for their Acquired Fund Shares, and (b) will thereupon proceed to terminate dissolve as set forth in paragraph 1.8. That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the Acquired Fund ShareholdersStockholders’ names and transferring those Acquiring Fund Shares thereto. Pursuant to that transfer, each Acquired Fund ShareholderStockholder’s account will be credited with the number of full and fractional Acquiring Fund Shares equal to the number of full and fractional Acquired Fund Shares that such Acquired Fund Shareholder Stockholder holds as of the Effective Time, by class (i.e., the account for each Acquired Fund Shareholder that holds Class A Acquired Fund Shares will be credited with the number of full and fractional Class A Acquiring Fund Shares due that Acquired Fund Shareholder, the account for each Acquired Fund Shareholder that holds Class C Acquired Fund Shares will be credited with the number of full and fractional Class C Acquiring Fund Shares due that Acquired Fund Shareholder, and the account for each Acquired Fund Shareholder that holds Institutional Class Acquired Fund Shares will be credited with the number of full and fractional Institutional Class Acquiring Fund Shares due that Acquired Fund Shareholder). The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each Acquired Fund ShareholderStockholder’s account will will, as of immediately following the Effective Time, equal the aggregate net asset value of the identically designated class of Acquired Fund Shares that such Acquired Fund Shareholder owns Stockholder owns, as of immediately prior to the Effective Time. All issued and outstanding Acquired Fund Shares, including any represented by certificates, will will, simultaneously with the distribution described in clause (a) of the first sentence of this paragraph, be canceled on the Acquired Fund’s share transfer books. IMST shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. Each Acquired Fund Shareholder Stockholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time with respect to Acquired Fund Shares that such Acquired Fund Shareholder Stockholder held of record as of the Effective Time.

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 Acquired Fund Closing Date (the “Liquidation Date”): (a) each Acquired Fund will distribute in complete liquidation of the Acquiring Fund Shares it receives pursuant to paragraph 1.1 (a) Acquired Fund, pro rata to its common shareholders of record record, determined as of the Effective Time Valuation Time, (each, an the “Acquired Fund ShareholderCommon Shareholders”), in proportion to their all of the Acquiring Fund Common Shares received by such Acquired Fund Shares then held pursuant to Section 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, other than such holders of VMTP Shares of Premium Income who have properly exercised Dissenters’ Rights with respect to the Reorganization (“Acquired Fund Preferred Shareholders” and, collectively with each Acquired Fund Common Shareholders, the “Acquired Fund Shareholders”), one share of Acquiring Fund MTP Shares or VMTP Shares received by such Acquired Fund (together with any Interim Dividends) in constructive exchange for their each Acquired Fund Shares, MTP Share or VMTP Share held by such Acquired Fund Preferred Shareholder immediately prior to its respective Reorganization; and (b) each Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8Section 1.8 below. That Such distribution will be accomplished by IMST’s the transfer agent’s opening accounts on its books in of the Acquired Fund Shareholders’ names and transferring those Acquiring Fund Shares thereto. Pursuant then credited to that transfer, the account of 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 Acquired Fund Shareholders and representing, in the case of an Acquired Fund Common Shareholder, such shareholder’s account will be credited with pro rata share of the Acquiring Fund Common Shares received by such Acquired Fund and in the case of an Acquired Fund Preferred Shareholder, a number of full and fractional Acquiring Fund MTP Shares or VMTP Shares received by such Acquired Fund equal to the number of full and fractional Acquired Fund MTP Shares that or VMTP Shares held by such shareholder immediately prior to the Closing Date (as set forth above), and by paying to the shareholders of the Acquired Fund Shareholder holds as of the Effective Time, by class (i.e., the account for each Acquired Fund Shareholder that holds Class A Acquired Fund Shares will be credited with the number of full and fractional Class A Acquiring Fund Shares due that Acquired Fund Shareholder, the account for each Acquired Fund Shareholder that holds Class C Acquired Fund Shares will be credited with the number of full and fractional Class C Acquiring Fund Shares due that Acquired Fund Shareholder, and the account for each Acquired Fund Shareholder that holds Institutional Class Acquired Fund Shares will be credited with the number of full and fractional Institutional Class Acquiring Fund Shares due that Acquired Fund Shareholder). The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each Acquired Fund Shareholder’s account will equal the aggregate net asset value of the identically designated class of Acquired Fund Shares that Acquired Fund Shareholder owns as of the Effective Timeany Interim Dividends on such transferred shares. All issued and outstanding common and preferred shares of each Acquired Fund SharesFund, including including, without limitation, any represented by certificatesPremium Income VMTP Shares with respect to which Dissenters’ Rights have been properly exercised, will simultaneously be canceled on the books of the Acquired Fund’s share transfer books. IMST The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. 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 with respect to Acquired Fund Shares that such Acquired Fund Shareholder held of record as of the Effective Timetransfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, the Acquired Fund (a) will distribute the Acquiring Fund Shares it receives pursuant to paragraph 1.1 (a) to its shareholders stockholders of record determined as of the Effective Time (each, an “Acquired Fund ShareholderStockholder”), in proportion to their Acquired Fund Shares then held of record and in constructive exchange for their Acquired Fund Shares, in complete liquidation of the Acquired Fund, and (b) will thereupon proceed to terminate dissolve as set forth in paragraph 1.8. That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the Acquired Fund ShareholdersStockholders’ names and transferring those Acquiring Fund Shares thereto. Pursuant to that transfer, each Acquired Fund ShareholderStockholder’s account will be credited with the number of full and fractional Acquiring Fund Shares equal to the number of full and fractional Acquired Fund Shares that such Acquired Fund Shareholder Stockholder holds as of the Effective Time, by class (i.e., the account for each Acquired Fund Shareholder that holds Class A Acquired Fund Shares will be credited with the number of full and fractional Class A Acquiring Fund Shares due that Acquired Fund Shareholder, the account for each Acquired Fund Shareholder that holds Class C Acquired Fund Shares will be credited with the number of full and fractional Class C Acquiring Fund Shares due that Acquired Fund Shareholder, and the account for each Acquired Fund Shareholder that holds Institutional Class Acquired Fund Shares will be credited with the number of full and fractional Institutional Class Acquiring Fund Shares due that Acquired Fund Shareholder). The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each Acquired Fund ShareholderStockholder’s account will will, as of immediately following the Effective Time, equal the aggregate net asset value of the identically designated class of Acquired Fund Shares that such Acquired Fund Shareholder owns Stockholder owns, as of immediately prior to the Effective Time. All issued and outstanding Acquired Fund Shares, including any represented by certificates, will will, simultaneously with the distribution described in clause (a) of the first sentence of this paragraph, be canceled on the Acquired Fund’s share transfer books. IMST shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. Each Acquired Fund Shareholder Stockholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time with respect to Acquired Fund Shares that such Acquired Fund Shareholder Stockholder held of record as of the Effective Time.

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 Acquired Fund Closing Date (the “Liquidation Date”): (a) each Acquired Fund will distribute in complete liquidation of the Acquiring Fund Shares it receives pursuant to paragraph 1.1 (a) Acquired Fund, pro rata to its common shareholders of record record, determined as of the Effective Valuation Time (each, an the “Acquired Fund ShareholderCommon Shareholders”), in proportion to their all of the Acquiring Fund Common Shares received by such Acquired Fund Shares then held pursuant to Section 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 constructive exchange for their each Acquired Fund Shares, MTP Share held by such Acquired Fund Preferred Shareholder immediately prior to its respective Reorganization; and (b) each Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8Section 1.8 below. That Such distribution will be accomplished by IMST’s the transfer agent’s opening accounts on its books in of the Acquired Fund Shareholders’ names and transferring those Acquiring Fund Shares thereto. Pursuant then credited to that transfer, the account of 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 Acquired Fund Shareholders and representing, in the case of an Acquired Fund Common Shareholder, such shareholder’s account will be credited with pro rata share of the Acquiring Fund Common Shares received by such Acquired Fund and in the case of an Acquired Fund Preferred Shareholder, a number of full and fractional Acquiring Fund MTP Shares received by such Acquired Fund equal to the number of full and fractional Acquired Fund MTP Shares that held by such shareholder immediately prior to the Closing Date (as set forth above), and by paying to the shareholders of the Acquired Fund Shareholder holds as of the Effective Time, by class (i.e., the account for each Acquired Fund Shareholder that holds Class A Acquired Fund Shares will be credited with the number of full and fractional Class A Acquiring Fund Shares due that Acquired Fund Shareholder, the account for each Acquired Fund Shareholder that holds Class C Acquired Fund Shares will be credited with the number of full and fractional Class C Acquiring Fund Shares due that Acquired Fund Shareholder, and the account for each Acquired Fund Shareholder that holds Institutional Class Acquired Fund Shares will be credited with the number of full and fractional Institutional Class Acquiring Fund Shares due that Acquired Fund Shareholder). The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each Acquired Fund Shareholder’s account will equal the aggregate net asset value of the identically designated class of Acquired Fund Shares that Acquired Fund Shareholder owns as of the Effective Timeany Interim Dividends on such transferred shares. All issued and outstanding common and preferred shares of each Acquired Fund Shares, including any represented by certificates, will simultaneously be canceled on the books of the Acquired Fund’s share transfer books. IMST The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. 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 with respect to Acquired Fund Shares that such Acquired Fund Shareholder held of record as of the Effective Timetransfer.

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 Acquired Fund Closing Date (the “Liquidation Date”): (a) each Acquired Fund will distribute in complete liquidation of the Acquiring Fund Shares it receives pursuant to paragraph 1.1 (a) Acquired Fund, pro rata to its common shareholders of record record, determined as of the Effective Valuation Time (each, an the “Acquired Fund ShareholderCommon Shareholders”), in proportion to their all of the Acquiring Fund Common Shares received by such Acquired Fund Shares then held pursuant to Section 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 constructive exchange for their each Acquired Fund Shares, MTP Share held by such Acquired Fund Preferred Shareholder immediately prior to its respective Reorganization; and (b) each Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8Section 1.8 below. That Such distribution will be accomplished by IMST’s the transfer agent’s opening accounts on its books in of the Acquired Fund Shareholders’ names and transferring those Acquiring Fund Shares thereto. Pursuant then credited to that transfer, the account of 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 Acquired Fund Shareholders and representing, in the case of an Acquired Fund Common Shareholder, such shareholder’s account will be credited with pro rata share of the Acquiring Fund Common Shares received by such Acquired Fund and in the case of an Acquired Fund Preferred Shareholder, a number of full and fractional Acquiring Fund MTP Shares received by such Acquired Fund equal to the number of full and fractional Acquired Fund MTP Shares that held by such shareholder immediately prior to the Closing Date (as set forth above), and by paying to the shareholders of the Acquired Fund Shareholder holds as of the Effective Time, by class (i.e., the account for each Acquired Fund Shareholder that holds Class A Acquired Fund Shares will be credited with the number of full and fractional Class A Acquiring Fund Shares due that Acquired Fund Shareholder, the account for each Acquired Fund Shareholder that holds Class C Acquired Fund Shares will be credited with the number of full and fractional Class C Acquiring Fund Shares due that Acquired Fund Shareholder, and the account for each Acquired Fund Shareholder that holds Institutional Class Acquired Fund Shares will be credited with the number of full and fractional Institutional Class Acquiring Fund Shares due that Acquired Fund Shareholder). The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each Acquired Fund Shareholder’s account will equal the aggregate net asset value of the identically designated class of Acquired Fund Shares that Acquired Fund Shareholder owns as of the Effective Timeany Interim Dividends on such transferred shares. All issued and outstanding common and preferred shares of each Acquired Fund Shares, including any represented by certificates, will simultaneously be canceled on the books of the Acquired Fund’s share transfer books. IMST The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. 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 with respect to Acquired Fund Shares that such Acquired Fund Shareholder held of record as of the Effective Timetransfer.