Common use of The Exchange Clause in Contracts

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by multiplying (a) the shares outstanding of the Acquired Fund (the “Acquired Fund Shares”) by (b) the ratio computed by dividing (x) the net asset value per share of the Acquired Fund Shares by (y) the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 Holders of the Acquired Fund Shares will receive Acquiring Fund Shares. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) agrees to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by multiplying (a) dividing the shares outstanding assets of the Acquired Fund (Fund, computed in the “Acquired Fund Shares”) by (b) the ratio computed by dividing (x) the net asset value per share manner and as of the Acquired Fund Shares time and date set forth in paragraph 2.1 by (y) the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 2.2. Holders of Investor Shares of the Acquired Fund Shares will receive Investor Shares of the Acquiring Fund Sharesand holders of Institutional Shares of the Acquired Fund will receive Institutional Shares of the Acquiring Fund. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.. 1.2

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by multiplying (a) the shares outstanding of multiplying the Acquired Fund (the “Acquired Fund Shares”) Shares outstanding by (b) the ratio computed by dividing (x) the net asset value per share of the Acquired Fund Shares by (y) the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 2.2. Holders of the Acquired Fund Shares will receive Acquiring Fund Shares. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, Shares determined by multiplying (a) the shares outstanding of the Acquired Fund (the “Acquired Fund Shares”) Shares outstanding by (b) the ratio computed by dividing (x) the net asset value per share of the Acquired Fund Shares by (y) the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 2.2. Holders of the Acquired Fund Shares will receive Acquiring Fund Shares. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by multiplying (a) multiplying the shares outstanding of the Acquired Fund (the “Acquired Fund Shares”) by (b) the ratio computed by dividing (x) the net asset value per share of the Acquired Fund Shares by (y) the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 2.2. Holders of the Acquired Fund Shares will receive Class A Shares of the Acquiring Fund SharesFund. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) agrees to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by multiplying (a) multiplying the shares outstanding of the Acquired Fund (the “Acquired Fund Shares”) by (b) the ratio computed by dividing (x) the net asset value per share of the Acquired Fund Shares by (y) the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 2.2. Holders of shares of the Acquired Fund Shares will receive Acquiring Fund Shares. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) agrees to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by multiplying (a) dividing the shares outstanding assets of the Acquired Fund (Fund, computed in the “Acquired Fund Shares”) by (b) the ratio computed by dividing (x) the net asset value per share manner and as of the Acquired Fund Shares time and date set forth in paragraph 2.1 by (y) the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 2.2. Holders of Investor Class shares of the Acquired Fund Shares will receive Investor Class shares of the Acquiring Fund SharesFund. Such transactions transaction shall take place at the closing on the Closing Date provided for in paragraph 3.1.

The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares, determined by multiplying (a) multiplying the shares outstanding of the Acquired Fund (the “Acquired Fund Shares”) by (b) the ratio computed by dividing (x) the net asset value per share of the Acquired Fund Shares by (y) the net asset value per share of the corresponding class of Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 2.2. Holders of Class A Shares and Class F Shares of the Acquired Fund Shares will receive Class A Shares of the Acquiring Fund SharesFund. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.. 1.2