Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. As soon as practicable following the actions contemplated by paragraph 1.1, the Allianz Trust shall take such actions as may be necessary or appropriate to complete the liquidation of the Selling Fund. To complete the liquidation, the Allianz Trust, on behalf of the Selling Fund, shall: (a) distribute to the shareholders of record of each Selling Class as of the Closing Date (collectively, “Selling Fund Shareholders”), on a pro rata basis, the shares of the corresponding Acquiring Class received by Selling Fund, pursuant to paragraph 1.1, in complete redemption of the Selling Fund Shares, and (b) liquidate the Selling Fund consistent with applicable law. Such distribution and redemption will be accomplished by the transfer of the shares of each Acquiring Class then credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names shareholders of the corresponding Selling Class, as set forth in Schedule 1.1, as of the Closing Date. The aggregate net asset value of the shares of each Acquiring Class to be so credited to the shareholders of the corresponding Selling Class shall be equal to the aggregate net asset value of the Selling Class shares owned by the shareholders of the Selling Class on the Closing Date. 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 the Acquiring Fund Shares in connection with such exchange.

LIQUIDATION AND DISTRIBUTION. As On or as soon after the Closing Date as practicable following the actions contemplated by paragraph 1.1is conveniently practicable, the Allianz Trust shall take such actions as may be necessary or appropriate to complete the liquidation of the Selling Fund. To complete the liquidation, the Allianz Trust, on behalf of the Selling Fund, shall: (a) each Transferring Fund will liquidate and distribute pro rata to the Transferring Fund's shareholders (the “Transferring Fund Shareholders”) of record of each Selling Class record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date (collectively, such time and date being hereinafter called the “Selling Fund ShareholdersValuation Date”), on a pro rata basis, the shares of the corresponding Acquiring Class Fund Shares received by Selling Fund, the Transferring Fund pursuant to paragraph 1.1, in complete redemption of the Selling Fund Shares, ; and (b) liquidate the Selling Fund consistent with applicable lawTransferring Funds will thereupon proceed to termination as set forth in paragraph 1.8 below. Such liquidation and distribution and redemption will be accomplished by the transfer of the shares of each Acquiring Class Fund Shares then credited to the account of the Selling Fund Transferring Funds on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names shareholders of the corresponding Selling Class, as set forth in Schedule 1.1, as Transferring Fund Shareholders and representing the respective pro rata number of the Closing DateAcquiring Fund Shares due such shareholders. The aggregate net asset value 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 each the Acquiring Fund, Class to be so credited to the shareholders C shares of the corresponding Selling Class Transferring Funds shall be equal to the aggregate net asset value exchanged for Class C (or similar type) shares of the Selling Class shares owned by the shareholders of the Selling Class on the Closing DateAcquiring Fund. All issued and outstanding shares of the Selling Fund Transferring Funds will simultaneously be canceled on the books of the Selling FundTransferring Funds. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.