Common use of Plan of Exchange Clause in Contracts

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of the Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on the Partnership’s books and other property or assets owned by the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of the Partnership (the “Partners”), of all of the Fund Shares received in exchange for their interests in the Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of the Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchased and accounts payable related to securities sold short. Upon the Partnership’s distribution of its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in proportion to the Interests owned by such Partner immediately prior to the Exchange. Any assets retained by the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the Limited Partnership Agreement of the Partnership (the “LP Agreement”). After the distribution of any such excess amounts and the Fund Shares, the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreement.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of the each Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on the each Partnership’s books and other property or assets owned by the each Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of the each Partnership (the “Partners”), of all of the Fund Shares received in exchange for their interests in the respective Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of the a Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”)otherwise, except for accounts payable for securities purchased and accounts payable related to securities sold short(the “Liabilities”). Upon the each Partnership’s distribution of its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in proportion to the Interests owned by such Partner immediately prior to the Exchange. Any assets retained by the a Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the Limited Partnership Agreement of the Partnership (the “LP Agreement”). After the distribution of any such excess amounts amounts, and the Fund Shares, the each Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreementdissolved.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of the Partnership (the “"Assets”"), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, deferred and prepaid expenses shown as assets on the Partnership’s 's books and other property or assets owned by the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “"Fund Shares”"), and the subsequent distribution to the partners of the Partnership (the “"Partners”"), of all of the Fund Shares received in exchange for their interests in the Partnership (“"Interests”"), all upon and subject to the terms set forth in this Agreement (the “"Exchange”"). The Fund will not assume any of the Partnership’s 's liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “"Liabilities”"), except for accounts payable for securities purchased and accounts payable related to securities sold short. Upon the Partnership’s 's distribution of its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in proportion to the Interests owned by such Partner immediately prior to the Exchange. Any assets retained by the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the Limited Partnership Agreement of the Partnership (the “LP Agreement”). After the distribution of any such excess amounts amounts, and the Fund Shares, the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law dissolved. AGREEMENT In consideration of the following covenants and agreements, the Partnership, the Trust, the General Partner and the LP Agreement.Adviser agree as follows:

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of the Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on the Partnership’s books and other property or assets owned by the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of the Partnership (the “Partners”), of all of the Fund Shares received in exchange for their interests in the Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of the Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”)otherwise, except for accounts payable for securities purchased and accounts payable related to securities sold short(the “Liabilities”). Upon the Partnership’s distribution of its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in proportion to the Interests owned by such Partner immediately prior to the Exchange. Any assets retained by the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the Limited Partnership Agreement of the Partnership (the “LP Agreement”). After the distribution of any such excess amounts amounts, and the Fund Shares, the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreementdissolved.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of the Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, deferred and prepaid expenses shown as assets on the Partnership’s books and other property or assets owned by the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of the Partnership (the “Partners”), of all of the Fund Shares received in exchange for their interests in the Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of the Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchased and accounts payable related to securities sold short. Upon the Partnership’s distribution of its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in proportion to the Interests owned by such Partner immediately prior to the Exchange. Any assets retained by the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the Limited Partnership Agreement of the Partnership (the “LP Agreement”). After the distribution of any such excess amounts amounts, and the Fund Shares, the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreementdissolved.