Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Shareholders”), all of the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund received by the Selling Fund pursuant to Section 1.1; and (b) the 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 Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. 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 shares of the Selling Fund will simultaneously be redeemed by the Selling Trust and canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possibleconveniently practicable, but no later than six (6a) months after the Closing Date each Transferring Fund will liquidate and distribute pro rata to its Class I, Class II and Institutional Class (if applicable) shareholders (the “Liquidation DateTransferring Fund Shareholders”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fundrecord, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record determined as of the close of business on the Valuation New York Stock Exchange on the business day next preceding the Closing Date (as defined in Section 2.1) (such time and date being hereinafter called the “Selling Fund ShareholdersValuation Date”), all of the Class AI, Class C, II and Institutional Class, and Investor Class Shares of the respectively, Acquiring Fund Shares received by the Selling that Transferring Fund pursuant to Section paragraph 1.1; and (b) the Selling each Transferring Fund will thereupon proceed to dissolve and terminate liquidation as set forth in Section 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 Selling Transferring Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the name names of the Selling Transferring Fund Shareholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. The Such liquidation and distribution shall be accomplished on a class equivalent basis, i.e., Class I shares of the Transferring Fund shall be exchanged for Class I shares of the Acquiring Fund, Class II shares of the Transferring Fund shall be exchanged for Class II shares of the Acquiring Fund and Institutional Class shares of the Transferring Fund shall have no obligation to inquire as to be exchanged for Institutional Class shares of the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correctAcquiring Fund. All issued and outstanding shares of the Selling each Transferring Fund will simultaneously be redeemed by the Selling Trust and canceled on its booksthe books of that Transferring Fund. The Acquiring Fund Funds shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, practicable but in no event later than six (6) 12 months after the Closing Date (the “"Liquidation Date”"): (a) the Selling Acquired Fund will distribute in complete liquidation of the Selling Acquired 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 “Selling "Acquired Fund Shareholders”"), all of the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section 1.11.1 (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 Selling 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 Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling such Acquired Fund Shareholders, Shareholders and representing the respective such shareholders' pro rata number share of the Acquiring Fund Shares due such shareholders. The Acquiring Fund shall have no obligation to inquire as received by the Acquired Fund, and by paying to the validity, propriety or correctness shareholders of the Acquired Fund any Interim Dividends on such records, but shall assume that such transaction is valid, proper and correcttransferred shares. All issued and outstanding common shares of the Selling Acquired Fund will simultaneously be redeemed by the Selling Trust and canceled on its booksthe 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 possible, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (each, a “Selling Fund Shareholder” and together, the “Selling Fund Shareholders”), all of the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the 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 Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares 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 aggregate net asset value of the Selling Fund shares owned by such shareholders 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 shares of the Selling Fund will simultaneously be redeemed by canceled on the books of the Selling Trust and canceled on its booksFund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date conveniently practicable (the “Liquidation Date”): (a) the Selling Acquired Fund will distribute in complete liquidation of the Selling Fundmake a liquidating distribution, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “Selling Fund Shareholders”), of all of the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling 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 Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. The aggregate net asset value of the Acquiring Fund shall have no obligation Shares issued pursuant to inquire this paragraph will equal the aggregate net asset value of the Acquired Fund Shares, each as to determined on the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correctValuation Date using the valuation procedures set forth below. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be redeemed by the Selling Trust Acquired Fund and canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. 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 Shareholders at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date practicable (the “Liquidation Date”): (a) the Selling Acquired Fund will distribute distribute, in complete liquidation liquidation, all of the Selling FundAcquiring Fund Shares (and cash in lieu of fractional shares, if any) received by the Acquired Fund pursuant to paragraph 1.1, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record record, determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “Selling Acquired Fund Shareholders”). Each Acquired Fund Shareholder will receive the number of Acquiring Fund Shares (and cash in lieu of fractional shares, all if any) that has an aggregate NAV equal to the aggregate NAV of the Class A, Class C, Institutional Class, and Investor Class Acquired Fund Shares held of record by such Acquired Fund Shareholder on the Acquiring Fund received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 belowClosing Date. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. 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 shares of the Selling Acquired Fund Shares will simultaneously be redeemed by the Selling Trust and canceled on its booksthe 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. 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.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date conveniently practicable (the “Liquidation Date”): (a) the Selling each Acquired Fund will distribute in complete liquidation of the Selling Fundmake a liquidating distribution, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record of each class of its shares (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “Selling Fund Shareholders”), of all of the Class A, Class C, Institutional Class, and Investor Class Shares corresponding class of the Acquiring Fund Shares received by the Selling each Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling 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 Selling 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 the Selling Acquired Fund Shareholders, and representing represent the respective pro rata number of corresponding Acquiring Fund Shares due such shareholders. The aggregate net asset value of each class of Acquiring Fund shall have no obligation shares issued pursuant to inquire this paragraph will equal the aggregate net asset value of the corresponding class of Acquired Fund shares, each as to determined on the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correctValuation Date using the valuation procedures set forth below. All issued and outstanding shares of the Selling each Acquired Fund will simultaneously be redeemed by the Selling Trust and canceled on its booksthe books of the Acquired Fund. The Acquiring Fund Funds shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. 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 possibleDate, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Selling Acquired Fund will distribute distribute, in complete liquidation liquidation, all of the Selling FundAcquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record record, determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “Selling Acquired Fund Shareholders”). In the Reorganization, all each Acquired Fund Shareholder will receive the number of Acquiring Fund Shares that has an aggregate NAV equal to the aggregate NAV of the Class A, Class C, Institutional Class, and Investor Class Acquired Fund Shares held of record by such Acquired Fund Shareholder on the Acquiring Fund received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 belowClosing Date. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Shareholders, and representing the respective pro rata number numbers of Acquiring Fund Shares due such shareholders. 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 shares of the Selling Acquired Fund Shares will simultaneously be redeemed by the Selling Trust and canceled on its booksthe 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. 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.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date practicable (the “Liquidation Date”): (a) the Selling Acquired Fund will distribute distribute, in complete liquidation liquidation, all of the Selling FundAcquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record record, determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “Selling Acquired Fund Shareholders”), all . Each Acquired Fund Shareholder will receive in respect of the Class A, Class C, Institutional Class, Acquired Fund Shares of each class the number of full and Investor Class fractional Acquiring Fund Shares of the Acquiring class corresponding to that class of shares that has an aggregate NAV equal to the aggregate NAV of the Acquired Fund received Shares and class held of record by such Acquired Fund Shareholder on the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 belowClosing Date. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares of each class due such shareholders. 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 shares of the Selling Acquired Fund Shares will simultaneously be redeemed by the Selling Trust and canceled on its booksthe 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. 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.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date conveniently practicable (the “Liquidation Date”): (a) the Selling Acquired Fund will distribute in complete liquidation of the Selling Fundmake a liquidating distribution, pro rata by Class A, A and Class C, Institutional Class, and Investor ClassI, respectively, to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “Selling Fund Shareholders”), of all of the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling 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 Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. The aggregate net asset value of the Acquiring Fund shall have no obligation Shares issued pursuant to inquire this paragraph will equal the aggregate net asset value of the Acquired Fund Shares, each as to determined on the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correctValuation Date using the valuation procedures set forth below. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be redeemed by the Selling Trust Acquired Fund and canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. 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 Shareholders at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date conveniently practicable (the “Liquidation Date”): (a) the Selling Acquired Fund will distribute in complete liquidation of the Selling Fundmake a liquidating distribution, pro rata by Class A, Class C, Institutional Class, and Investor Class, respectively, to its shareholders of record (the “Acquired Fund Shareholders”), determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “Selling Fund Shareholders”), of all of the Class A, Class C, Institutional Class, and Investor Class Shares of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling 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 Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Acquired Fund Shareholders, and representing represent the respective pro rata number of Acquiring Fund Shares due such shareholders. The aggregate net asset value of the Acquiring Fund shall have no obligation shares issued pursuant to inquire this paragraph will equal the aggregate net asset value of the Acquired Fund shares, each as to determined on the validity, propriety or correctness of such records, but shall assume that such transaction is valid, proper and correctValuation Date using the valuation procedures set forth below. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be redeemed by the Selling Trust and canceled on its booksthe books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. 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 Shareholders at the Effective Time on the Closing Date.