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 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 the Partnership’s books and other property or assets owned by 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 immediate liquidating distribution to the partners of the Partnership (the “Partners”), of all of the Fund Shares received by the Partnership in exchange for their interests in the Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of 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 purchased and accounts payable related to securities sold short. In the Partnership’s distribution of the Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in accordance with the Interests owned by such Partner immediately prior to the Exchange and pursuant to the terms of the Limited Partnership Agreement of the Partnership (“the LP Agreement”). As soon as practicable following the Exchange, any assets retained by the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners in accordance with their Interests in the Partnership pursuant to the terms of the LP Agreement, in complete liquidation of all such Interests. After the distribution of any such excess amounts and the Fund Shares, 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 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 the Partnership’s books and other property or assets owned by 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 immediate liquidating subsequent distribution to the partners of the Partnership (the “Partners”), of all of the Fund Shares received by the Partnership in exchange for their interests in the Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of 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 purchased and accounts payable related to securities sold shortshort (the “Liabilities”). In Upon the Partnership’s distribution of the its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in accordance with proportion to the Interests owned by such Partner immediately prior to the Exchange and pursuant to the terms of the Limited Partnership Agreement of the Partnership (“the LP Agreement”)Exchange. As soon as practicable following the Exchange, any Any assets retained by 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 pursuant immediately prior to the terms Exchange and the Amended and Restated Limited Partnership Agreement of the Partnership (the “LP Agreement, in complete liquidation of all such Interests”). After the distribution of any such excess amounts and the Fund Shares, 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 the 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 the each Partnership’s books and other property or assets owned by the 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 immediate liquidating distribution to the partners of the each Partnership (the “Partners”), of all of the Fund Shares received by the such Partnership in exchange for their interests in the such Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of the 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 and accounts payable related to securities sold shortpurchased. In the each Partnership’s distribution of the its Fund Shares, each Partner in the such Partnership will be entitled to receive Fund Shares in accordance with the Interests owned by such Partner immediately prior to the Exchange such distribution and pursuant to the terms of the Limited Partnership Agreement of the respective Partnership (each an “the LP Agreement”). As soon as practicable following the Exchange, any assets retained by the a Partnership in excess of amounts needed to pay or provide for accrued Liabilities of such Partnership will be distributed to its Partners in accordance with their Interests in the such Partnership pursuant to the terms of the LP AgreementAgreement of such Partnership, in complete liquidation of all such Interests. After the distribution of any such excess amounts and the Fund Shares, the 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 the such Partnership.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of 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 the Partnership’s books and other property or assets owned by 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 immediate liquidating subsequent distribution to the partners of the Partnership (the “Partners”), of all of the Fund Shares received by the Partnership in exchange for their interests in the Partnership (“Interests”), all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of 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 purchased and accounts payable related to securities sold short. In Upon the Partnership’s distribution of the its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in accordance with proportion to the Interests owned by such Partner immediately prior to the Exchange and pursuant to the terms of the Limited Partnership Agreement of the Partnership (“the LP Agreement”)Exchange. As soon as practicable following the Exchange, any Any assets retained by 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 pursuant immediately prior to the terms Exchange and the Limited Partnership Agreement of the Partnership (the “LP Agreement, in complete liquidation of all such Interests”). After the distribution of any such excess amounts and the Fund Shares, 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 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, deferred and prepaid expenses shown as assets on the Partnership’s 's books and other property or assets owned by 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 immediate liquidating subsequent distribution to the partners of the Partnership (the “"Partners”"), of all of the Fund Shares received by the Partnership in exchange for their interests in the Partnership (“"Interests”"), all upon and subject to the terms set forth in this Agreement (the “"Exchange”"). The Fund will not assume any of the Partnership’s '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 and accounts payable related to securities sold short. In Upon the Partnership’s 's distribution of the its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in accordance with proportion to the Interests owned by such Partner immediately prior to the Exchange and pursuant to the terms of the Limited Partnership Agreement of the Partnership (“the LP Agreement”)Exchange. As soon as practicable following the Exchange, any Any assets retained by the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners in accordance with their Interests in the Partnership pursuant to the terms of record as of the LP Agreement, Exchange Date (as defined in complete liquidation of all such InterestsSection 6 below). After the distribution of any such excess amounts amounts, and the Fund Shares, the Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law dissolved. AGREEMENT In consideration of the following covenants and agreements, the Partnership, the Trust, the General Partner 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 Adviser agree as a distribution, or one of a series of distributions, in complete liquidation of the Partnershipfollows: 1.

Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of the 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 the each Partnership’s books and other property or assets owned by the each 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 immediate liquidating subsequent distribution to the partners of the each Partnership (the “Partners”), of all of the Fund Shares received by the 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 the 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 and accounts payable related to securities sold shortpurchased. In the Upon each Partnership’s distribution of the its Fund Shares, each Partner in the such Partnership will be entitled to receive Fund Shares in accordance with their Interests in the Interests Partnership owned by such Partner immediately prior to the Exchange and pursuant to the terms of in accordance with the Limited Partnership Agreement of the such Partnership (the “the LP Agreement”). As soon as practicable following the Exchange, any Any assets retained by the 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 pursuant immediately prior to the terms Exchange and the LP Agreement of the LP Agreementrespective 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, the each 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.