Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable but in no event later than 12 months after the Closing Date (the "Liquidation Date"): (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its common shareholders of record, determined as of the close of business on the Valuation Date, as such term is defined in Section 2.1 (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to Section 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 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 any Interim Dividends on such transferred 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. Notwithstanding any other provision of this Agreement, cash in lieu of fractional Acquiring Fund Shares may be distributed to Acquired Fund Shareholders provided that the amount of cash is not less than the net asset value of such fractional Acquiring Fund Shares.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable possible, but in no event later than 12 six (6) months after the Closing Date (the "“Liquidation Date"”): (a) the Acquired Selling Fund will distribute in complete liquidation of the Acquired Selling Fund, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its common shareholders of record, record determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 2.1) (the "Acquired “Selling Fund Shareholders"”), all of the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund Shares received by the Acquired Selling Fund pursuant to Section 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"))1.1; and (b) the Acquired Selling Fund will thereupon proceed to dissolve and terminate as set forth in 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 such Acquired the Selling Fund Shareholders Shareholders, and representing such shareholders' the respective pro rata share number of the Acquiring Fund Shares received by the Acquired Fund, and by paying due such shareholders. The Acquiring Fund shall have no obligation to inquire as to the shareholders validity, propriety or correctness of the Acquired Fund any Interim Dividends on such transferred sharesrecords, but shall assume that such transaction is valid, proper and correct. All issued and outstanding common shares of the Acquired Selling Fund will simultaneously be redeemed by the Selling Trust 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. Notwithstanding any other provision of this Agreement, cash in lieu of fractional Acquiring Fund Shares may be distributed to Acquired Fund Shareholders provided that the amount of cash is not less than the net asset value of such fractional Acquiring Fund Shares.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable but in no event later than 12 months after the Closing Date (the "Liquidation Date"): (a) , the Acquired Fund will distribute distribute, in complete liquidation liquidation, all of the Acquiring Fund Shares received by the Acquired FundFund pursuant to paragraph 1.1, pro rata to its common shareholders of record, determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 paragraph 2.1) (the "“Acquired Fund Shareholders"”). In the Reorganization, all each Acquired Fund Shareholder will receive the number of the Acquiring Fund Shares received by that has an aggregate NAV equal to the aggregate NAV of the Acquired Fund pursuant to Section 1.1 (together with any dividends declared with respect thereto to holders Shares held of record as of a time after the Valuation Date and prior to the Liquidation Date ("Interim Dividends")); and (b) the by such Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section 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 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 names of the Acquired Fund any Interim Dividends on Shareholders, representing the respective numbers of Acquiring Fund Shares due such transferred sharesshareholders. All issued and outstanding common 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. Notwithstanding Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other provision of this Agreement, cash distributions that were declared by the Acquired Fund before the Effective Time (as defined in lieu of fractional Acquiring Fund Shares may be distributed paragraph 3.1) with respect to Acquired Fund Shareholders provided Shares that are held of record by the amount of cash is not less than Acquired Fund Shareholder at the net asset value of such fractional Acquiring Fund SharesEffective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable but in no event later than 12 months after the Closing Date (the "“Liquidation Date"”): (a) the Acquired Fund will distribute distribute, in complete liquidation liquidation, all of the Acquiring Fund Shares received by the Acquired FundFund pursuant to paragraph 1.1, pro rata to its common shareholders of record, determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 paragraph 2.1) (the "“Acquired Fund Shareholders"”), all . 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 by of the class corresponding to that class of shares that has an aggregate NAV equal to the aggregate NAV of the Acquired Fund pursuant to Section 1.1 (together with any dividends declared with respect thereto to holders Shares and class held of record as of a time after the Valuation Date and prior to the Liquidation Date ("Interim Dividends")); and (b) the by such Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section 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 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 names of the Acquired Fund any Interim Dividends on Shareholders, representing the respective number of Acquiring Fund Shares of each class due such transferred sharesshareholders. All issued and outstanding common 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 1.7 below. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transferexchange. Notwithstanding Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other provision of this Agreement, cash distributions that were declared by the Acquired Fund before the Effective Time (as defined in lieu of fractional Acquiring Fund Shares may be distributed paragraph 3.1) with respect to Acquired Fund Shareholders provided Shares that are held of record by the amount of cash is not less than Acquired Fund Shareholder at the net asset value of such fractional Acquiring Fund SharesEffective Time on the Closing Date.

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

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable possible, but in no event later than 12 six (6) months after the Closing Date (the "“Liquidation Date"”): (a) the Acquired Selling Fund will distribute in complete liquidation of the Acquired Selling Fund, pro rata to its common shareholders of record, determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 2.1) (each, a “Selling Fund Shareholder” and together, the "Acquired “Selling Fund Shareholders"”), all of the Acquiring Fund Shares received by the Acquired Selling Fund pursuant to Section 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"))1.1; and (b) the Acquired Selling Fund will thereupon proceed to dissolve and terminate as set forth in 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 such Acquired the Selling Fund Shareholders Shareholders, and representing such shareholders' the respective pro rata share number of the Acquiring Fund Shares received by the Acquired Fund, and by paying 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 shareholders aggregate net asset value of the Acquired Selling Fund any Interim Dividends on shares owned by such transferred sharesshareholders 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 common 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. Notwithstanding any other provision of this Agreement, cash in lieu of fractional Acquiring Fund Shares may be distributed to Acquired Fund Shareholders provided that the amount of cash is not less than the net asset value of such fractional Acquiring Fund Shares.

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 distribute in complete liquidation of the Acquired Fundmake a liquidating distribution, pro rata by Class A and Class I, respectively, to its common shareholders of recordrecord (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 (the "Acquired Fund Shareholders"paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to Section 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"))paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section 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 such the Acquired Fund Shareholders Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders' pro rata share . The aggregate net asset value of the Acquiring Fund Shares received by issued pursuant to this paragraph will equal the Acquired Fund, and by paying to the shareholders aggregate net asset value of the Acquired Fund any Interim Dividends Shares, each as determined on such transferred sharesthe Valuation Date using the valuation procedures set forth below. All issued and outstanding common 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. Notwithstanding Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other provision of this Agreement, cash distributions that were declared by the Acquired Fund before the Effective Time (as defined in lieu of fractional Acquiring Fund Shares may be distributed paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholders provided that at the amount of cash is not less than Effective Time on the net asset value of such fractional Acquiring Fund SharesClosing 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 distribute in complete liquidation of the Acquired Fundmake a liquidating distribution, pro rata to its common shareholders of recordrecord (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 (the "Acquired Fund Shareholders"paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to Section 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"))paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section 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 such the Acquired Fund Shareholders Shareholders, and representing represent the respective pro rata number of Acquiring Fund Shares due such shareholders' pro rata share . The aggregate net asset value of the Acquiring Fund Shares received by shares issued pursuant to this paragraph will equal the Acquired Fund, and by paying to the shareholders aggregate net asset value of the Acquired Fund any Interim Dividends shares, each as determined on such transferred sharesthe Valuation Date using the valuation procedures set forth below. 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. Notwithstanding Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other provision of this Agreement, cash distributions that were declared by the Acquired Fund before the Effective Time (as defined in lieu of fractional Acquiring Fund Shares may be distributed paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholders provided that at the amount of cash is not less than Effective Time on the net asset value of such fractional Acquiring Fund SharesClosing 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 distribute in complete liquidation of the Acquired Fundmake a liquidating distribution, pro rata to its common shareholders of recordrecord (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 (the "Acquired Fund Shareholders"paragraph 2.1), of all of the Acquiring Fund Shares received by the Acquired Fund pursuant to Section 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"))paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section 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 such the Acquired Fund Shareholders Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders' pro rata share . The aggregate net asset value of the Acquiring Fund Shares received by issued pursuant to this paragraph will equal the Acquired Fund, and by paying to the shareholders aggregate net asset value of the Acquired Fund any Interim Dividends Shares, each as determined on such transferred sharesthe Valuation Date using the valuation procedures set forth below. All issued and outstanding common 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. Notwithstanding Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other provision of this Agreement, cash distributions that were declared by the Acquired Fund before the Effective Time (as defined in lieu of fractional Acquiring Fund Shares may be distributed paragraph 3.1) with respect to Acquired Fund shares that are held of record by the Acquired Fund Shareholders provided that at the amount of cash is not less than Effective Time on the net asset value of such fractional Acquiring Fund SharesClosing 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 each Acquired Fund will distribute in complete liquidation of the Acquired Fundmake a liquidating distribution, pro rata to its common shareholders of recordrecord of each class of its shares (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date, Date (as such term is defined in Section 2.1 (the "Acquired Fund Shareholders"paragraph 2.1), of all of the corresponding class of the Acquiring Fund Shares received by the each Acquired Fund pursuant to Section 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"))paragraph 1.1; and (b) the each Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the 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 name of such the Acquired Fund Shareholders Shareholders, and representing such shareholders' represent the respective pro rata share number of the corresponding Acquiring Fund Shares received by due such shareholders. The aggregate net asset value of each class of Acquiring Fund shares issued pursuant to this paragraph will equal the Acquired Fund, and by paying to the shareholders aggregate net asset value of the corresponding class of Acquired Fund any Interim Dividends shares, each as determined on such transferred sharesthe Valuation Date using the valuation procedures set forth below. All issued and outstanding common shares of the each Acquired Fund will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund Funds shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Notwithstanding Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other provision of this Agreement, cash distributions that were declared by the corresponding Acquired Fund before the Effective Time (as defined in lieu of fractional Acquiring Fund Shares may be distributed paragraph 3.1) with respect to Acquired Fund Shareholders provided shares that are held of record by each Acquired Fund Shareholder at the amount of cash is not less than Effective Time on the net asset value of such fractional Acquiring Fund SharesClosing Date.