Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, (a) each Transferring Fund will liquidate and distribute pro rata to its Class I, Class II and Institutional Class (if applicable) shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date (such time and date being hereinafter called the “Valuation Date”), the Class I, Class II and Institutional Class, respectively, Acquiring Fund Shares received by that Transferring Fund pursuant to paragraph 1.1; and (b) each Transferring Fund will thereupon proceed to liquidation as set forth in 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 Transferring Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. 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 be exchanged for Institutional Class shares of the Acquiring Fund. All issued and outstanding shares of each Transferring Fund will simultaneously be canceled on the books of that Transferring Fund. The Acquiring Funds shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, the Acquired Fund (a) each Transferring will distribute the Acquiring Fund will liquidate and distribute pro rata Shares it receives pursuant to paragraph 1.1 (a) to its Class I, Class II and Institutional Class (if applicable) shareholders (the “Transferring Fund Shareholders”) of record, record determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date Effective Time (such time and date being hereinafter called the each, an “Valuation DateAcquired Fund Shareholder”), the Class I, Class II and Institutional Class, respectively, Acquiring in proportion to their Acquired Fund Shares received by that Transferring then held of record and in constructive exchange for their Acquired Fund pursuant to paragraph 1.1; Shares, and (b) each Transferring Fund will thereupon proceed to liquidation terminate as set forth in paragraph 1.8 below1.8. Such liquidation and That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the transfer of the Acquired Fund Shareholders’ names and transferring those Acquiring Fund Shares then 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 account number of full and fractional Acquired Fund Shares that Acquired Fund Shareholder holds as of the Transferring Effective Time, by class (i.e., the account for each Acquired Fund on Shareholder that holds Class A Acquired Fund Shares will be credited with the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Fund Shareholders and representing the respective pro rata number of the full and fractional Class A Acquiring Fund Shares due such shareholdersthat 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). Such liquidation and distribution shall The aggregate net asset value of each class of Acquiring Fund Shares to be accomplished on a class equivalent basis, i.e., Class I shares so credited to each Acquired Fund Shareholder’s account will equal the aggregate net asset value of the Transferring identically designated class of Acquired Fund shall be exchanged for Class I shares Shares that Acquired Fund Shareholder owns as 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 be exchanged for Institutional Class shares of the Acquiring FundEffective Time. All issued and outstanding shares of each Transferring Acquired Fund Shares, including any represented by certificates, will simultaneously be canceled on the books of that Transferring Acquired Fund’s share transfer books. The Acquiring Funds 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 exchangeAcquired Fund Shareholder 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 Closing Date (the “Liquidation Date”): (a) each Transferring Acquired Fund will liquidate and distribute in complete liquidation of the Acquired Fund, pro rata to its Class I, Class II and Institutional Class (if applicable) common shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date Valuation Time, (such time and date being hereinafter called the “Valuation DateAcquired Fund Common Shareholders”), all of the Class I, Class II and Institutional Class, respectively, Acquiring Fund Common Shares received by that Transferring such Acquired Fund pursuant to paragraph 1.1Section 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 exchange for each Acquired Fund MTP Share or VMTP Share held by such Acquired Fund Preferred Shareholder immediately prior to its respective Reorganization; and (b) each Transferring Acquired Fund will thereupon proceed to liquidation dissolve and terminate as set forth in paragraph Section 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 Transferring each Acquired Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Acquired Fund Shareholders and representing representing, in the respective case of an Acquired Fund Common Shareholder, such shareholder’s pro rata number share of the Acquiring Fund Common Shares due received by such shareholders. Such liquidation Acquired Fund and distribution shall be accomplished on in the case of an Acquired Fund Preferred Shareholder, a class equivalent basisnumber of Acquiring Fund MTP Shares or VMTP Shares received by such Acquired Fund equal to the number of Acquired Fund MTP Shares or VMTP Shares held by such shareholder immediately prior to the Closing Date (as set forth above), i.e., Class I shares and by paying to the shareholders of the Transferring Acquired 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 be exchanged for Institutional Class shares of the Acquiring Fundany Interim Dividends on such transferred shares. All issued and outstanding common and preferred shares of each Transferring Fund Acquired Fund, including, without limitation, any Premium Income VMTP Shares with respect to which Dissenters’ Rights have been properly exercised, will simultaneously be canceled on the books of that Transferring the Acquired Fund. The Acquiring Funds Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchangetransfer.

LIQUIDATION AND DISTRIBUTION. On or As soon as soon reasonably practicable after the Closing Date as is conveniently practicable, (a) each Transferring the Target Fund will liquidate and distribute all of the Acquiring Fund Shares received by the Target Fund pursuant to Section 1.1 of this Reorganization Agreement on a pro rata basis to its Class I, Class II and Institutional Class (if applicable) shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Valuation Date (such time and date being hereinafter called the as defined in Section 2.1 of this Reorganization Agreement) (“Valuation DateTarget Fund Shareholders”), . Each Target Fund Shareholder’s account shall be credited with the Class I, Class II and Institutional Class, respectively, pro rata number of whole Acquiring Fund Shares received by having an aggregate NAV equal to the aggregate NAV of the Target Fund shares that Transferring the Target Fund pursuant to paragraph 1.1; Shareholder holds at the Valuation Date. All issued and (b) each Transferring outstanding shares of the Target Fund will thereupon proceed simultaneously be canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Target Fund Shareholders that hold Target Fund Shares through accounts that are not permitted to liquidation as set forth in paragraph 1.8 belowhold 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 distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Transferring Target Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Target Fund Shareholders and Shareholders, representing the respective pro rata number numbers of the Acquiring Fund Shares due such shareholders. Such liquidation and distribution shall be accomplished on a class equivalent basis, i.e.pending delivery of information with respect to accounts that are permitted to hold such Acquiring Fund Shares or, Class I shares 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 Transferring Fund shall be exchanged for Class I shares of the Acquiring FundClosing Date, Class II shares of the Transferring Fund shall be exchanged for Class II shares of the such Acquiring Fund Shares will be liquidated and Institutional Class shares of the Transferring cash proceeds will be distributed to such Target Fund shall be exchanged for Institutional Class shares of the Acquiring FundShareholder. All issued and outstanding shares of each Transferring Target Fund Shares will simultaneously be canceled on the books of that Transferring the Target Fund, and the Target Fund will thereupon proceed to terminate as set forth in paragraph 1.7 below. The Acquiring Funds Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. Each Target Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Target Fund before the Effective Time (as defined in paragraph 3.1) with respect to Target Fund Shares that are held of record by the Target Fund Shareholder at the Effective Time on the Closing Date.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, the Acquired Fund (a) each Transferring will distribute the Acquiring Fund will liquidate and distribute pro rata Shares it receives pursuant to paragraph 1.1 (a) to its Class I, Class II and Institutional Class (if applicable) shareholders (the “Transferring Fund Shareholders”) stockholders of record, record determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date Effective Time (such time and date being hereinafter called the each, an “Valuation DateAcquired Fund Stockholder”), the Class I, Class II and Institutional Class, respectively, Acquiring in proportion to their Acquired Fund Shares received by that Transferring then held of record and in constructive exchange for their Acquired Fund pursuant to paragraph 1.1; Shares, in complete liquidation of the Acquired Fund, and (b) each Transferring Fund will thereupon proceed to liquidation dissolve as set forth in paragraph 1.8 below1.8. Such liquidation and That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the transfer of the Acquired Fund Stockholders’ names and transferring those Acquiring Fund Shares then thereto. Pursuant to that transfer, each Acquired Fund Stockholder’s account will be credited to with the account of the Transferring Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Fund Shareholders and representing the respective pro rata number of the full and fractional Acquiring Fund Shares due equal to the number of full and fractional Acquired Fund Shares that such shareholders. Such liquidation and distribution shall be accomplished on a class equivalent basis, i.e., Class I shares Acquired Fund Stockholder holds as of the Transferring Effective Time. The aggregate net asset value of Acquiring Fund shall Shares to be exchanged for Class I shares so credited to each Acquired Fund Stockholder’s account will, as of immediately following the Effective Time, equal the aggregate net asset value of the Acquiring FundAcquired Fund Shares that such Acquired Fund Stockholder owns, Class II shares as of immediately prior to the Transferring Fund shall be exchanged for Class II shares of the Acquiring Fund and Institutional Class shares of the Transferring Fund shall be exchanged for Institutional Class shares of the Acquiring FundEffective Time. All issued and outstanding shares Acquired Fund Shares, including any represented by certificates, will, simultaneously with the distribution described in clause (a) of each Transferring Fund will simultaneously the first sentence of this paragraph, be canceled on the books of that Transferring Acquired Fund’s share transfer books. The Acquiring Funds IMST shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. Each Acquired Fund 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 exchangeAcquired Fund Stockholder held of record as of the Effective Time.

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable, the Acquired Fund (a) each Transferring will distribute the Acquiring Fund will liquidate and distribute pro rata Shares it receives pursuant to paragraph 1.1 (a) to its Class I, Class II and Institutional Class (if applicable) shareholders (the “Transferring Fund Shareholders”) stockholders of record, record determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date Effective Time (such time and date being hereinafter called the each, an “Valuation DateAcquired Fund Stockholder”), the Class I, Class II and Institutional Class, respectively, Acquiring in proportion to their Acquired Fund Shares received by that Transferring then held of record and in constructive exchange for their Acquired Fund pursuant to paragraph 1.1; Shares, and (b) each Transferring Fund will thereupon proceed to liquidation dissolve as set forth in paragraph 1.8 below1.8. Such liquidation and That distribution will be accomplished by IMST’s transfer agent’s opening accounts on its books in the transfer of the Acquired Fund Stockholders’ names and transferring those Acquiring Fund Shares then thereto. Pursuant to that transfer, each Acquired Fund Stockholder’s account will be credited to with the account of the Transferring Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Fund Shareholders and representing the respective pro rata number of the full and fractional Acquiring Fund Shares due equal to the number of full and fractional Acquired Fund Shares that such shareholders. Such liquidation and distribution shall be accomplished on a class equivalent basis, i.e., Class I shares Acquired Fund Stockholder holds as of the Transferring Effective Time. The aggregate net asset value of Acquiring Fund shall Shares to be exchanged for Class I shares so credited to each Acquired Fund Stockholder’s account will, as of immediately following the Effective Time, equal the aggregate net asset value of the Acquiring FundAcquired Fund Shares that such Acquired Fund Stockholder owns, Class II shares as of immediately prior to the Transferring Fund shall be exchanged for Class II shares of the Acquiring Fund and Institutional Class shares of the Transferring Fund shall be exchanged for Institutional Class shares of the Acquiring FundEffective Time. All issued and outstanding shares Acquired Fund Shares, including any represented by certificates, will, simultaneously with the distribution described in clause (a) of each Transferring Fund will simultaneously the first sentence of this paragraph, be canceled on the books of that Transferring Acquired Fund’s share transfer books. The Acquiring Funds IMST shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. Each Acquired Fund 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 exchangeAcquired Fund 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 Closing Date (the “Liquidation Date”): (a) each Transferring Acquired Fund will liquidate and distribute in complete liquidation of the Acquired Fund, pro rata to its Class I, Class II and Institutional Class (if applicable) common shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date Valuation Time (such time and date being hereinafter called the “Valuation DateAcquired Fund Common Shareholders”), all of the Class I, Class II and Institutional Class, respectively, Acquiring Fund Common Shares received by that Transferring such Acquired Fund pursuant to paragraph 1.1Section 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 exchange for each Acquired Fund MTP Share held by such Acquired Fund Preferred Shareholder immediately prior to its respective Reorganization; and (b) each Transferring Acquired Fund will thereupon proceed to liquidation dissolve and terminate as set forth in paragraph Section 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 Transferring each Acquired Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Acquired Fund Shareholders and representing representing, in the respective case of an Acquired Fund Common Shareholder, such shareholder’s pro rata number share of the Acquiring Fund Common Shares due received by such shareholders. Such liquidation Acquired Fund and distribution shall be accomplished on in the case of an Acquired Fund Preferred Shareholder, a class equivalent basisnumber of Acquiring Fund MTP Shares received by such Acquired Fund equal to the number of Acquired Fund MTP Shares held by such shareholder immediately prior to the Closing Date (as set forth above), i.e., Class I shares and by paying to the shareholders of the Transferring Acquired 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 be exchanged for Institutional Class shares of the Acquiring Fundany Interim Dividends on such transferred shares. All issued and outstanding common and preferred shares of each Transferring Acquired Fund will simultaneously be canceled on the books of that Transferring the Acquired Fund. The Acquiring Funds Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchangetransfer.

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 Closing Date (the “Liquidation Date”): (a) each Transferring Acquired Fund will liquidate and distribute in complete liquidation of the Acquired Fund, pro rata to its Class I, Class II and Institutional Class (if applicable) common shareholders (the “Transferring Fund Shareholders”) of record, determined as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date Valuation Time (such time and date being hereinafter called the “Valuation DateAcquired Fund Common Shareholders”), all of the Class I, Class II and Institutional Class, respectively, Acquiring Fund Common Shares received by that Transferring such Acquired Fund pursuant to paragraph 1.1Section 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 exchange for each Acquired Fund MTP Share held by such Acquired Fund Preferred Shareholder immediately prior to its respective Reorganization; and (b) each Transferring Acquired Fund will thereupon proceed to liquidation dissolve and terminate as set forth in paragraph Section 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 Transferring each Acquired Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Transferring Acquired Fund Shareholders and representing representing, in the respective case of an Acquired Fund Common Shareholder, such shareholder’s pro rata number share of the Acquiring Fund Common Shares due received by such shareholders. Such liquidation Acquired Fund and distribution shall be accomplished on in the case of an Acquired Fund Preferred Shareholder, a class equivalent basisnumber of Acquiring Fund MTP Shares received by such Acquired Fund equal to the number of Acquired Fund MTP Shares held by such shareholder immediately prior to the Closing Date (as set forth above), i.e., Class I shares and by paying to the shareholders of the Transferring Acquired 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 be exchanged for Institutional Class shares of the Acquiring Fundany Interim Dividends on such transferred shares. All issued and outstanding common and preferred shares of each Transferring Acquired Fund will simultaneously be canceled on the books of that Transferring the Acquired Fund. The Acquiring Funds Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchangetransfer.