Common use of Solicitation Procedures Clause in Contracts

Solicitation Procedures. The Partnership has retained ▇▇▇▇▇ Funds Group to act as Solicitation Agent and for advisory services in connection with this proxy statement. In connection therewith, ▇▇▇▇▇ Funds Group will be paid reasonable and customary compensation and will be reimbursed for their reasonable out-of-pocket expenses, as described above under "Special Factors--Financing of the Merger--Costs Borne by the Purchaser." The Partnership has also agreed to indemnify ▇▇▇▇▇ Funds Group against specified liabilities and expenses including liabilities and expenses under federal securities laws. The Partnership will not pay any fees or commissions to any broker or dealer or other person, other than to ▇▇▇▇▇ Funds Group, for soliciting proxies in this solicitation. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the solicitation materials to the customers for whom they hold Units, and the Partnership will reimburse them for reasonable mailing and handling expenses incurred by them in forwarding proxy materials to their customers. REVOCATION OF PROXIES A proxy executed and delivered by a Unitholder may subsequently be revoked by submitting written notice of revocation to the Partnership. A revocation may be in any written form, including a later-dated proxy card, validly signed by a Unitholder as long as it clearly states that the Unitholder's proxy previously given is no longer effective. To prevent confusion, the notice of revocation must be dated. Notices of revocation should be delivered to ▇▇▇▇▇ Funds Group at the address or by facsimile as listed above. A Unitholder may also revoke its proxy by attending the special meeting and voting in person. If a Unitholder signs, dates and delivers a proxy to the Partnership and, thereafter, on one or more occasions, signs and delivers a later-dated proxy, the latest-dated proxy card is controlling as to the instructions indicated in that proxy and supersedes the Unitholder's prior proxy as embodied in any previously submitted proxy card. APPRAISAL RIGHTS Neither the partnership agreement nor Massachusetts law provides rights of appraisal or similar rights to Unitholders whether or not Unitholders abstain or vote for or against the merger. As a result, if Unitholders holding a majority of the Units approve the merger and if the merger is completed, the Partnership will be merged with and into the Purchaser and all unaffiliated Unitholders, including those who do not approve the merger, will receive the merger price for each of their Units in accordance with the terms of the merger agreement.