Common use of Plan of Exchange Clause in Contracts

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of each Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on each Partnership’s books and other property or assets owned by each Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of each Partnership (the “Partners”), of all of the Fund Shares received by such Partnership in exchange for their interests in the respective Partnership (“Interests”) as a distribution, or one of a series of distributions, in complete liquidation of all such Interests, all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of a Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchased. Upon each Partnership’s distribution of its Fund Shares, each Partner in such Partnership will be entitled to receive Fund Shares in accordance with their Interests in the Partnership owned by such Partner immediately prior to the Exchange and in accordance with the Limited Partnership Agreement of such Partnership (the “LP Agreement”). Any assets retained by a Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the LP Agreement of the respective Partnership as a distribution, or one of a series of distributions, in complete liquidation of all such Interests. After the distribution of any such excess amounts and the Fund Shares, each Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreement.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of each the Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on each the Partnership’s books and other property or assets owned by each the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of each the Partnership (the “Partners”), of all of the Fund Shares received by such Partnership in exchange for their interests in the respective Partnership (“Interests”) as a distribution, or one of a series of distributions, in complete liquidation of all such Interests), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of a the Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchasedpurchased and accounts payable related to securities sold short. Upon each the Partnership’s distribution of its Fund Shares, each Partner in such the Partnership will be entitled to receive Fund Shares in accordance with their proportion to the Interests in the Partnership owned by such Partner immediately prior to the Exchange and in accordance with the Limited Partnership Agreement of such Partnership (the “LP Agreement”)Exchange. Any assets retained by a the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the LP Limited Partnership Agreement of the respective Partnership as a distribution, or one of a series of distributions, in complete liquidation of all such Interests(the “LP Agreement”). After the distribution of any such excess amounts and the Fund Shares, each the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreement.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of each the Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on each the Partnership’s books and other property or assets owned by each the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of each the Partnership (the “Partners”), of all of the Fund Shares received by such Partnership in exchange for their interests in the respective Partnership (“Interests”) as a distribution, or one of a series of distributions, in complete liquidation of all such Interests), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of a the Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchasedpurchased and accounts payable related to securities sold short (the “Liabilities”). Upon each the Partnership’s distribution of its Fund Shares, each Partner in such the Partnership will be entitled to receive Fund Shares in accordance with their proportion to the Interests in the Partnership owned by such Partner immediately prior to the Exchange and in accordance with the Limited Partnership Agreement of such Partnership (the “LP Agreement”)Exchange. Any assets retained by a the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the LP Amended and Restated Limited Partnership Agreement of the respective Partnership as a distribution, or one of a series of distributions, in complete liquidation of all such Interests(the “LP Agreement”). After the distribution of any such excess amounts and the Fund Shares, each the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreement.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of each the Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on each the Partnership’s books and other property or assets owned by each the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for voting common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent immediate liquidating distribution to the partners of each the Partnership (the “Partners”), of all of the Fund Shares received by such the Partnership in exchange for their interests in the respective Partnership (“Interests”) as a distribution, or one of a series of distributions, in complete liquidation of all such Interests), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of a the Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchasedpurchased and accounts payable related to securities sold short. Upon each In the Partnership’s distribution of its the Fund Shares, each Partner in such the Partnership will be entitled to receive Fund Shares in accordance with their the Interests in the Partnership owned by such Partner immediately prior to the Exchange and in accordance with pursuant to the terms of the Limited Partnership Agreement of such the Partnership (“the “LP Agreement”). Any As soon as practicable following the Exchange, any assets retained by a the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior pursuant to the Exchange and terms of the LP Agreement of the respective Partnership as a distribution, or one of a series of distributionsAgreement, in complete liquidation of all such Interests. After the distribution of any such excess amounts and the Fund Shares, each the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreement. Each distribution of Fund Shares and Assets in excess of amounts needed to pay or provide for accrued Liabilities will be treated as a distribution, or one of a series of distributions, in complete liquidation of the Partnership.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of each Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on each Partnership’s books and other property or assets owned by each Partnership at the Exchange Date Time (as defined in Section 6 below), in exchange for voting Institutional class common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent immediate liquidating distribution to the partners of each Partnership (the “Partners”), of all of the Fund Shares received by such Partnership in exchange for their interests in the respective such Partnership (“Interests”) as a distribution, or one of a series of distributions, in complete liquidation of all such Interests), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of a Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchased. Upon In each Partnership’s distribution of its Fund Shares, each Partner in such Partnership will be entitled to receive Fund Shares in accordance with their the Interests in the Partnership owned by such Partner immediately prior to such distribution and pursuant to the Exchange and in accordance with terms of the Limited Partnership Agreement of such the respective Partnership (the each an “LP Agreement”). Any As soon as practicable following the Exchange, any assets retained by a Partnership in excess of amounts needed to pay or provide for accrued Liabilities of such Partnership will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the such Partnership immediately prior pursuant to the Exchange and terms of the LP Agreement of the respective Partnership as a distribution, or one of a series of distributionssuch Partnership, in complete liquidation of all such Interests. After the distribution of any such excess amounts and the Fund Shares, each Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP AgreementAgreement of such Partnership. Each distribution by a Partnership of Fund Shares and Assets in excess of amounts needed to pay or provide for accrued Liabilities will be treated as a distribution, or one of a series of distributions, in complete liquidation of such Partnership.