VALUATION OF NET ASSETS Clause Samples

VALUATION OF NET ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors shall value or have valued any Securities or other assets and liabilities of the Company as of the close of business on the last Business Day of each month prior to such date as determined from time to time by the Advisor in accordance with such valuation procedures as shall be established from time to time by the Board of Directors and that conform to the requirements of the 1940 Act. In determining the value of the assets of the Company, no value shall be placed on the goodwill or name of the Company, or the office records, files, statistical data or any similar intangible assets of the Company not normally reflected in the Company's accounting records. (b) The Company will value its Securities, in accordance with policies and procedures adopted from time to time by the Board of Directors. (c) The value of Securities and other assets of the Company and the net asset value of the Company as a whole determined pursuant to this Section 7.2 shall be conclusive and binding on all of the Members and all parties claiming through or under them.

VALUATION OF NET ASSETS a. The net asset value of each Selling Fund will be computed as of the close of regular trading on the NYSE on the business day immediately preceding the day of Closing (the "Valuation Date") using the valuation procedures set forth in the corresponding Buying Fund's then current prospectus. b. The net asset value per share of shares of each Buying Fund will be determined as of the close of regular trading on the NYSE on the Valuation Date, using the valuation procedures in each Buying Fund's then current prospectus. (1) The Selling Corporation for the Reorganization of ▇▇▇▇▇▇▇▇ Emerging Markets Fund, ▇▇▇▇▇▇▇▇ Global Growth Fund and ▇▇▇▇▇▇▇▇ International Growth Fund is a Maryland corporation. The Selling Corporation for the Reorganization of ▇▇▇▇▇▇▇▇ High-Yield Fund and ▇▇▇▇▇▇▇▇ U.S. Government Securities Fund is a Massachusetts business trust. ▇▇▇▇▇▇▇▇ Core Fixed Income Fund, Inc. and ▇▇▇▇▇▇▇▇ Income and Growth Fund, Inc. are each Maryland Corporations. (2) The Buying Corporation for each Buying Fund, RiverSource Diversified Bond Fund, Threadneedle Emerging Markets Fund, Threadneedle Global Equity Fund, RiverSource High Yield Bond Fund, RiverSource Balanced Fund, RiverSource Partners International Select Growth Fund and RiverSource Short Duration U.S. Government Fund, is a Minnesota corporation. c. At the Closing, each Selling Fund will provide the corresponding Buying Fund with a copy of the computation showing the valuation of the net asset value per share of such Selling Fund on the Valuation Date, and each Buying Fund will provide the corresponding Selling Fund with a copy of the computation showing the determination of the net asset value per share of such Buying Fund on the Valuation Date. Both computations will be certified by an officer of RiverSource Investments, LLC, the investment manager.

VALUATION OF NET ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors shall value or have valued any Securities or other assets and liabilities of each Series as of the close of business on the last business day of each month (and on any such additional day or days as the Directors in their discretion may determine) in accordance with such valuation procedures as shall be established from time to time by the Board of Directors and that conform to the requirements of the 1940 Act. In determining the value of the assets of the Company, no value shall be placed on the goodwill or name of the Company, or the office records, files, statistical data or any similar intangible assets of the Company not normally reflected in the Company’s accounting records. (b) The Company will value interests in Investment Funds not managed by the Direct Allocation Subadvisers at fair value, which ordinarily will be the value determined by the respective Investment Managers in accordance with the policies established by the relevant Investment Fund. (c) The value of Securities and other assets of the Company and the net worth of the Company as a whole determined pursuant to this Section 8.3 shall be conclusive and binding on all of the Shareholders and all parties claiming through or under them.

VALUATION OF NET ASSETS. (a) The value of the Company’s assets net of liabilities (the “Net Asset Value”) shall be determined by the Managing Member as of the close of business on the last business day of each calendar quarter and at such other times as determined by the Managing Member in its discretion (each, a “Valuation Date”). The Managing Member shall establish and follow a methodology for determining the Net Asset Value and may modify, alter, or improve the methodology from time to time. (b) The Managing Member’s determination of the value of the Company's assets and liabilities shall be final and conclusive as to all of the Members. Liabilities shall be determined using GAAP as a guideline and as the Managing Member will otherwise determine, in its sole and absolute discretion. The Managing Member, in its sole and absolute discretion, may provide reserves or holdbacks for estimated accrued expenses, liabilities or contingencies, even if these reserves or holdbacks are not in accordance with GAAP. The Managing Member may rely, without further verification, upon valuations and pricing information provided by third parties considered by the Managing Member to be competent to provide such valuations and information. The Managing Member shall not be liable for any error in the determination of the Net Asset Value arising from any inaccuracy or error in the valuations and pricing information so provided or from any error in any calculation upon which the Managing Member has relied in good faith.

VALUATION OF NET ASSETS a. The net asset value of shares of each Selling Fund will be computed as of the close of regular trading on the NYSE on the business day immediately preceding the day of Closing (the "Valuation Date") using the valuation procedures in the corresponding Buying Fund's prospectus. b. The net asset value per share of shares of each Buying Fund will be determined as of the close of regular trading on the NYSE on the Valuation Date, using the valuation procedures in each Buying Fund's prospectus. c. At the Closing, each Selling Fund will provide the corresponding Buying Fund with a copy of the computation showing the valuation of the net asset value per share of shares of such Selling Fund on the Valuation Date. Each Buying Fund will provide the corresponding Selling Fund with a copy of the computation showing the determination of the net asset value per share of shares of such Buying Fund on the Valuation Date. Both computations will be certified by an officer of RiverSource Investments, LLC, the investment manager. (1) As noted in Schedule A, the Selling Corporation for the Reorganization of RiverSource Massachusetts Tax-Exempt Fund, RiverSource Michigan Tax-Exempt Fund and RiverSource Ohio Tax-Exempt Fund is a Massachusetts business trust.

VALUATION OF NET ASSETS. (a) Except as may be required by the 1940 Act, the Board of Directors shall value or have valued any Securities or other assets and liabilities of each Series as of the close of business on the last business day of each month within 10 business days of the last day of the month (and on any such additional day or days as the Directors in their discretion may determine) in accordance with such valuation procedures as shall be established from time to time by the Board of Directors and that conform to the requirements of the 1940 Act. In determining the value of the assets of the Company, no value shall be placed on the goodwill or name of the Company, or the office records, files, statistical data or any similar intangible assets of the Company not normally reflected in the Company's accounting records. (b) The Company will value interests in Investment Funds not managed by the Direct Allocation Subadvisers at fair value, which ordinarily will be the value determined by the respective Investment Managers in accordance with the policies established by the relevant Investment Fund. (c) The value of Securities and other assets of the Company and the net worth of the Company as a whole determined pursuant to this Section 8.3 shall be conclusive and binding on all of the Shareholders and all parties claiming through or under them.

VALUATION OF NET ASSETS. (a) The value of Summit Everest Fund's net assets to be transferred to C▇▇▇▇▇▇ Large Cap Value Fund under this Agreement shall be computed as of the close of business (coinciding with the closing of the regular session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. ET)) on the business day immediately preceding the Closing Date (hereinafter the "Valuation Date") using the valuation procedures as set forth in C▇▇▇▇▇▇ Large Cap Value Fund's prospectus. (b) The net asset value per share of C▇▇▇▇▇▇ Large Cap Value Fund Shares for purposes of Section 2 of this Agreement shall be determined as of the close of business on the Valuation Date by C▇▇▇▇▇▇ Large Cap Value Fund's Controller using the same valuation procedures as set forth in C▇▇▇▇▇▇ Large Cap Value Fund's prospectus. (c) A copy of the computation showing in reasonable detail the valuation of Summit Everest Fund's net assets using the valuation procedures as set forth in Summit Everest Fund's prospectus to be transferred to C▇▇▇▇▇▇ Large Cap Value Fund pursuant to Section 2 of this Agreement, certified by the Controller of Summit Everest Fund, shall be furnished by Summit Everest Fund to C▇▇▇▇▇▇ Large Cap Value Fund at the Closing. A copy of the computation showing in reasonable detail the determination of the net asset value per share of C▇▇▇▇▇▇ Large Cap Value Fund Shares pursuant to Section 2 of this Agreement, certified by the Controller of C▇▇▇▇▇▇ Large Cap Value Fund, shall be furnished by C▇▇▇▇▇▇ Large Cap Value Fund to Summit Everest Fund at the Closing. In the event that on the Valuation Date: (a) the New York Stock Exchange or another primary trading market for portfolio securities of the C▇▇▇▇▇▇ Large Cap Value Fund or the Summit Everest Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of C▇▇▇▇▇▇ ▇▇▇▇ Fund or Summit Mutual Funds, Inc., accurate appraisal of the value of the net assets of the C▇▇▇▇▇▇ Large Cap Value Fund or the Summit Everest Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. The Summit Mutual Funds, Inc. and C▇▇▇▇▇▇ ▇▇▇▇ Fund agree to use commercially reasonable efforts to resolve, prior to the Valuation Time, any material pricing differences between the pri...

VALUATION OF NET ASSETS. (a) The value of California Money Market Portfolio’s net assets to be transferred to Money Market Portfolio under this Agreement shall be computed as of the close of business (coinciding with the closing of the regular session of the New York Stock Exchange (NYSE) (normally 4:00 p.m. ET)) on the business day immediately preceding the Closing Date (hereinafter the “Valuation Date”) using the valuation procedures as set forth in Money Market Portfolio’s prospectus. (b) The net asset value per share of Money Market Portfolio Shares for purposes of Section 2 of this Agreement shall be determined as of the close of business on the Valuation Date by Money Market Portfolio’s Controller using the same valuation procedures as set forth in Money Market Portfolio’s prospectus. (c) A copy of the computation showing in reasonable detail the valuation of California Money Market Portfolio’s net assets to be transferred to Money Market Portfolio pursuant to Section 2 of this Agreement, certified by the Controller of California Money Market Portfolio, shall be furnished by California Money Market Portfolio to Money Market Portfolio at the Closing. A copy of the computation showing in reasonable detail the determination of the net asset value per share of Money Market Portfolio Shares pursuant to Section 2 of this Agreement, certified by the Controller of Money Market Portfolio, shall be furnished by Money Market Portfolio to California Money Market Portfolio at the Closing.

VALUATION OF NET ASSETS a. The net asset value of Class D and Class E shares of the Acquired Fund will be computed as of the close of regular trading on the NYSE on the day of Closing (the "Valuation Date") using the valuation procedures in the Acquiring Fund's prospectus. b. The net asset value per share of Class D and Class E shares of the Acquiring Fund will be determined as of the close of regular trading on the NYSE on the Valuation Date, using the valuation procedures in the Acquiring Fund's prospectus. c. At the Closing, the Acquired Fund will provide the Acquiring Fund with a copy of the computation showing the valuation of the net asset value per share of Class D and Class E shares of the Acquired Fund on the Valuation Date. The Acquiring Fund will provide the Acquired Fund with a copy of the computation showing the determination of the net asset value per share of Class D and Class E shares of the Acquiring Fund on the Valuation Date. Both computations will be certified by an officer of American Express Financial Corporation, the investment manager.