Common use of ASSETS TO BE ACQUIRED Clause in Contracts

ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including without limitation all cash, securities, commodities and futures interests and dividends or interest receivable, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which the Acquiring Fund may not hold, the Selling Fund will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date.

ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent audited unaudited financial statements statements, which contain a list of all of the Selling Fund's ’s assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's ’s list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's ’s investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund’s fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The property and assets of the Selling Fund to be acquired by the sold, assigned, conveyed, transferred and delivered to Acquiring Fund shall consist of all propertyassets and property of every kind and nature of the Selling Fund, including, without limitation, receivables (including without limitation all dividend, interest and other receivables), cash, cash equivalents, claims (whether absolute or contingent, know or unknown), securities, commodities commodities, interests in futures, good will and futures interests other intangible property, originals or copies of or access to all books and records of the Selling Fund, and deferred or prepaid expenses and all interests, rights, privileges and powers that the Selling Fund owns at the Valuation Date (as defined in paragraph 2.1) (collectively, “Assets”). The Selling Fund will promptly assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, cash dividends or interest receivable, which are owned other securities received by the Selling Fund after the Closing Date as stock dividends, cash dividends or other distributions on or with respect to the Assets transferred, which rights, stock dividends, cash dividends and any deferred or prepaid expenses shown as an asset on other securities shall be deemed included in the books Assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued; provided, for the avoidance of doubt, that distributions with respect to securities that have gone “ex” such distribution prior to the Valuation Date shall be included in the determination of the value of the Assets of the Selling Fund on acquired by the Acquiring Fund. The Allianz Trust will, at least thirty (30) business days prior to the Closing Date. The Selling Fund has provided , furnish the Acquiring Fund with its most recent audited financial statements which contain a list of all the then-held assets, including but not limited to portfolio securities and other investments, of the Selling Fund's assets as , and shall identify any investments of the date thereof. The Selling Fund hereby represents that as of being fair valued by the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to investor being valued based on broker-dealer quotes. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's ’s list referred to in the second sentence of this previous paragraph which that do not conform to the Acquiring Fund's ’s investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) any request by the Acquiring Fund made pursuant to this paragraph shall be made in writing at least 20 days before the Closing Date, (ii) the Selling Fund shall be required to dispose of assets pursuant to this paragraph only to the extent permissible and consistent with the Selling Fund’s investment objectives and policies and (iii) nothing herein will require the Selling Fund to dispose of any assets including but not limited to securities and other investments if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund’s fiduciary duty to its shareholders or would adversely effect the status of the Merger as a “reorganization” under Section 368(a) of the Code. Notwithstanding anything to the contrary contained in this Section 1.2, in Section 1.3 below or elsewhere in this Agreement, the Allianz Trust shall retain the assets and liabilities, if any, associated with deferred compensation payable on behalf of the Selling Fund to the Trustees of the Selling Fund at the time of the Reorganization.

ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its it most recent audited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereofof such statements. The Selling Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said such financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities securities, the issuance and redemption of Selling Fund shares and the payment of its normal operating expenses, dividends and capital gains distributions. The Selling Fund reserves will, within a reasonable period of time before the right to sell any of such securities but will notClosing Date, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which furnish the Acquiring Fund is permitted to investwith a list of the Selling Fund's portfolio securities and other investments. The Acquiring Fund will, within a reasonable time prior to before the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the The Selling Fund holds any investments which Fund, if requested by the Acquiring Fund may not holdFund, the Selling Fund will dispose of such securities prior to on the Acquiring Fund's list before the Closing Date. In addition, if it is determined that the portfolio of the Selling Fund and the Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments investments, as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities, if, in the reasonable judgment of the Selling Fund's trustees or adviser, such disposition would adversely affect the tax-free nature of the Reorganization or would violate their fiduciary duties to the Selling Fund's shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Selling Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund's fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling each Transferring Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Transferring Fund on the Closing Date. The Selling Each Transferring Fund has provided the Acquiring Fund with its most recent audited financial statements statement of investments, statement of assets and liabilities, statement of operations and statement of changes in net assets, which contain a list of all of Selling each Transferring Fund's assets as of the date thereof. The Selling Each Transferring Fund hereby represents that as of the date of the execution of this Agreement there have been no material changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Selling Each Transferring Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling each Transferring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Transferring Fund's list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's ’s investment objectivesobjective, policies, and restrictions. The Transferring Funds will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of portfolio securities and other investments. In the event that the Selling a Transferring Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Transferring Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund Transferring Funds and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Transferring Funds if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating exceeding such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require a Transferring Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Trust’s Board of Trustees on behalf of the Transferring Fund or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Transferring Fund.

ASSETS TO BE ACQUIRED. The assets of the Selling Acquired Fund to be acquired by the Acquiring Fund shall consist of all propertyproperty owned by the Acquired Fund, including including, without limitation limitation, all cash, securities, commodities commodities, interests in futures and futures interests other financial instruments, claims, (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and dividends or interest receivableother receivables), which are owned by goodwill and other intangible property, all books and records belonging to the Selling Fund and Acquired Fund, any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the closing date provided for in Section 3.1 (the "Closing Date"), and all interests, rights, privileges and powers, other than cash in an amount necessary to pay dividends and distributions as provided in Section 6.2 (c) and other than the Acquired Fund's rights under this Agreement (collectively, "Assets"). The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Acquired Fund will, within a reasonable time at least 7 days prior to the Closing Date, furnish the Selling Acquiring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and (a) a list of the securitiesAcquired Fund's portfolio securities and other investments and (b) a list of the Acquired Fund's "historic business assets," which are defined for this purpose as (i) those assets that were acquired by the Acquired Fund prior to the date of the approval of the Reorganization by the Board of Trustees of WMVT, and (ii) those assets that were acquired subsequent to such Board approval but in accordance with the Acquired Fund's investment objectives and not with a view to, or in anticipation or as part of, the Reorganization. The Acquiring Fund will, at least 3 days prior to the Closing Date, furnish the Acquired Fund with a list of the securities and other instruments, if any, on the Selling Acquired Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, policies and restrictions. In the event that the Selling Fund holds any investments which If requested by the Acquiring Fund may not holdFund, the Selling Acquired Fund will dispose of such securities prior to and other instruments on the Acquiring Fund's list before the Closing Date. In addition, if it is determined that the Selling portfolios of the Acquired Fund and the Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Acquired Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. After the Acquired Fund furnishes the Acquiring Fund with the list described above, the Acquired Fund will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities which the Acquiring Fund is permitted to purchase, pursuant to its investment objectives, policies and restrictions or otherwise (taking into consideration its own portfolio composition as of such date). Notwithstanding the foregoing, (a) nothing herein will require the Acquired Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Acquired Fund's trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund and (b) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's directors or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund.

ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided will, within a reasonable time prior to the Closing, furnish the Acquiring Fund with its most recent audited unaudited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund's fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Acquired Fund to be acquired by the Acquiring Fund shall consist of all propertyproperty owned by the Acquired Fund, including including, without limitation limitation, all cash, securities, commodities commodities, interests in futures and futures interests other financial instruments, claims, (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and dividends or interest receivableother receivables), which are owned by goodwill and other intangible property, all books and records belonging to the Selling Fund and Acquired Fund, any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the closing date provided for in Section 3.1 (the "Closing Date"), and all interests, rights, privileges and powers, other than cash in an amount necessary to pay dividends and distributions as provided in Section 6.2 (c) and other than the Acquired Fund's rights under this Agreement (collectively, "Assets"). The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Acquired Fund will, within a reasonable time at least 7 days prior to the Closing Date, furnish the Selling Acquiring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and (a) a list of the securitiesAcquired Fund's portfolio securities and other investments and (b) a list of the Acquired Fund's "historic business assets," which are defined for this purpose as (i) those assets that were acquired by the Acquired Fund prior to the date of the approval of the Reorganization by the Board of Trustees of WM I, and (ii) those assets that were acquired subsequent to such Board approval but in accordance with the Acquired Fund's investment objectives and not with a view to, or in anticipation or as part of, the Reorganization. The Acquiring Fund will, at least 3 days prior to the Closing Date, furnish the Acquired Fund with a list of the securities and other instruments, if any, on the Selling Acquired Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, policies and restrictions. In the event that the Selling Fund holds any investments which If requested by the Acquiring Fund may not holdFund, the Selling Acquired Fund will dispose of such securities prior to and other instruments on the Acquiring Fund's list before the Closing Date. In addition, if it is determined that the Selling portfolios of the Acquired Fund and the Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Acquired Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. After the Acquired Fund furnishes the Acquiring Fund with the list described above, the Acquired Fund will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities which the Acquiring Fund is permitted to purchase, pursuant to its investment objectives, policies and restrictions or otherwise (taking into consideration its own portfolio composition as of such date). Notwithstanding the foregoing, (a) nothing herein will require the Acquired Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Acquired Fund's trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund and (b) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's directors or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund.

ASSETS TO BE ACQUIRED. The assets of the Selling Acquired Fund to be acquired by the Acquiring Fund shall consist of all propertyproperty owned by the Acquired Fund, including including, without limitation limitation, all cash, securities, commodities commodities, interests in futures and futures interests other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and dividends or interest receivableother receivables), which are owned by goodwill and other intangible property, all books and records belonging to the Selling Fund and Acquired Fund, any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the Closing Date, and all interests, rights, privileges and powers, other than cash in an amount necessary to pay dividends and distributions as provided in paragraph 7.3 and other than the Acquired Fund's rights under this Agreement (the "Assets"). The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Acquired Fund will, within a reasonable time 7 days prior to the Closing Date, furnish the Selling Acquiring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and (a) a list of the securitiesAcquired Fund's portfolio securities and other investments and (b) a list of the Acquired Fund's "historic business assets," which are defined for this purpose as (i) those assets that were acquired by the Acquired Fund prior to the date of the approval of the Reorganization by the Board of Directors of the Corporation, and (ii) those assets that were acquired subsequent to such Board approval but in accordance with the Acquired Fund's investment objectives and not with a view to, or in anticipation or as part of, the Reorganization. The Acquiring Fund will, within 3 days prior to the Closing Date, furnish the Acquired Fund with a list of the securities and other instruments, if any, on the Selling Acquired Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, policies and restrictions. In the event that the Selling Fund holds any investments which If requested by the Acquiring Fund may not holdFund, the Selling Acquired Fund will dispose of such securities prior to and other instruments on the Acquiring Fund's list before the Closing Date. In addition, if it is determined that the Selling portfolios of the Acquired Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Acquired Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. After the Acquired Fund furnishes the Acquiring Fund with the list described above, the Acquired Fund will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities which the Acquiring Fund is permitted to purchase, pursuant to its investment objective and policies or otherwise (taking into consideration its own portfolio composition as of such date). Notwithstanding the foregoing, nothing herein will permit or require the Acquired Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Board of Directors of the Corporation or AIG SunAmerica Asset Management Corporation, each Fund's investment adviser (the "Adviser"), such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund.

ASSETS TO BE ACQUIRED. The assets of the Selling Transferring Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Transferring Fund on the Closing Date. The Selling Transferring Fund has provided the Acquiring Fund with its most recent audited financial statements statement of investments, statement of assets and liabilities, statement of operations and statement of changes in net assets, which contain a list of all of Selling the Transferring Fund's assets as of the date thereof. The Selling Transferring Fund hereby represents that as of the date of the execution of this Agreement there have been no material changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Selling Transferring Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Transferring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Transferring Fund's list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's investment objectivesobjective, policies, and restrictions. The Transferring Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of portfolio securities and other investments. In the event that the Selling a Transferring Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Transferring Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Transferring Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Transferring Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating exceeding such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Transferring Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the World Funds Trust's Board of Trustees on behalf of the Transferring Fund or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Transferring Fund.

ASSETS TO BE ACQUIRED. The assets of the Selling Transferring Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Transferring Fund on the Closing Date. The Selling Transferring Fund has provided the Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of Selling the Transferring Fund's assets as of the date thereofof such statements. The Selling Transferring Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to its shareholders. The Selling Transferring Fund reserves will, within a reasonable period of time prior to the right to sell any of such securities but will notClosing Date, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which furnish the Acquiring Fund is permitted to investwith a list of the Transferring Fund's portfolio securities and other investments. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Transferring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Transferring Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which The Transferring Fund, if requested by the Acquiring Fund may not holdFund, the Selling Fund will dispose of such securities on the Acquiring Fund's list prior to the Closing Date. In addition, if it is determined that the Selling portfolios of the Transferring Fund and the Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Transferring Fund, if requested by the Acquiring Fund will Fund, shall dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein shall require the Transferring Fund to dispose of any investments or securities if, in the reasonable judgment of the Transferring Fund's trustees or adviser, such disposition would adversely affect the tax-free nature of the Reorganization or would violate their fiduciary duties to the Transferring Fund's shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, property including without limitation all cash, securities, commodities and futures interests interests, dividends and dividends or interest receivablereceivables, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Reorganization Date. The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which that contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities securities, purchase and redemption of shares of the Selling Fund, and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable If it is determined at any time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which the Acquiring Fund may not hold, the Selling Fund will dispose of such securities prior to the Closing Date. In addition, if it is determined Reorganization Date that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Reorganization Date. In addition, prior to the Reorganization Date, the Selling Fund, at the request of the Acquiring Fund, will use its best efforts to dispose of any securities identified by the Acquiring Fund that the Acquiring Fund may not hold in accordance with its investment objectives, policies and restrictions. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would adversely affect the tax-free nature of the Reorganization or would have a material adverse effect upon the Selling Fund's shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Reorganizing Fund to be acquired by the Acquiring Surviving Fund shall consist of all propertyof the assets of the Reorganizing Fund, including including, without limitation all limitation, cash, current assets, securities, commodities and commodities, interests in futures interests and dividends or interest receivable, which are owned by the Selling Reorganizing Fund. The assets to be acquired by the Surviving Fund and shall not include any deferred or prepaid expenses shown as an asset on the books of the Selling Reorganizing Fund on the Closing Date, which shall be written down by the Reorganizing Fund immediately prior to the Closing and excluded from the valuation of assets under paragraph 2.1 and the corresponding calculation of net asset value per share of each class of the Reorganizing Fund Shares under this Agreement. The Selling Reorganizing Fund has provided the Acquiring Surviving Fund with its most recent audited financial statements statements, which contain a list of all of Selling the Reorganizing Fund's ’s assets as of the date thereofof such statements. The Selling Reorganizing Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said such financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities securities, the issuance and redemption of Reorganizing Fund Shares and the payment of its normal operating expenses, dividends and capital gains distributions. Commencing promptly after the date of this Agreement the Surviving Fund will advise the Reorganizing Fund of any investments of the Reorganizing Fund shown on the Reorganizing Fund’s most recently publicly available list of portfolio holdings that the Surviving Fund will not acquire by reason of prospectus restrictions, its investment strategies or policies or applicable law. The Selling Reorganizing Fund reserves agrees to work in good faith to remove any such identified investments from the right to sell any of such securities but will notReorganizing Fund’s portfolio, without the prior written approval of the Acquiring Fundeither by disposition or, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time for those identified investments that mature prior to the Closing Date, furnish by allowing any such identified investments to mature, and then not reacquiring other similar identified investments, in each case subject to the Selling Reorganizing Fund’s prospectus and investment strategies and polices. Notwithstanding the foregoing, nothing herein will require the Reorganizing Fund with a statement to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Acquiring Fund's investment objectivesReorganizing Fund Trust Board or Reorganizing Fund Adviser, policies and restrictions and a list such disposition would adversely affect the tax-free nature of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event Reorganization for federal income tax purposes such that the Selling Fund holds any investments which the Acquiring Fund may tax opinion required under Section 8.5 cannot hold, the Selling Fund will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Dateobtained.

ASSETS TO BE ACQUIRED. The assets of the Selling each Acquired Fund to be sold, assigned, transferred and delivered to and acquired by the corresponding Acquiring Fund shall consist of all propertyassets and property of every kind and nature, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which receivables for shares sold and other rights that are owned by the Selling Acquired Fund on the Closing Date, owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the Closing Date. The Selling Each Acquired Fund has provided the corresponding Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of Selling the Acquired Fund's ’s assets as of the date thereofof such statements. The Selling Each Acquired Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said such financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Selling Each Acquired Fund reserves will, within a reasonable period of time prior to the right to sell any of such securities but will notClosing Date, without furnish the prior written approval corresponding Acquiring Fund with a list of the Acquiring Acquired Fund, acquire any additional ’s portfolio securities and other than securities of the type in which the Acquiring Fund is permitted to investinvestments. The Each Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling corresponding Acquired Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Acquired Fund's ’s list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's ’s investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which the Acquiring Fund may not hold, the Selling Fund will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date.

ASSETS TO BE ACQUIRED. The assets of the each Selling Fund to be acquired by the its corresponding Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the such Selling Fund on the its respective Closing Date. The Each Selling Fund has provided the its corresponding Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereofof such statements. The Each Selling Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said such financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Each Selling Fund reserves the right to sell any will, within a reasonable period of such securities but will nottime before its respective Closing Date, without the prior written approval furnish each Acquiring Fund with a list of the Acquiring Selling Fund, acquire any additional 's portfolio securities and other than securities of the type in which the Acquiring Fund is permitted to investinvestments. The Each Acquiring Fund will, within a reasonable time prior to the before its respective Closing Date, furnish the its corresponding Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the A Selling Fund holds any investments which the Fund, if requested by its Acquiring Fund may not holdFunds, the Selling Fund will dispose of such securities prior to on the Acquiring Fund's list before its respective Closing Date. In addition, if it is determined that the portfolios of a Selling Fund and the its Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the its respective Closing Date. Notwithstanding the foregoing, nothing herein will require a Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund's trustees or adviser, such disposition would adversely affect the tax-free nature of the Reorganization or would violate their fiduciary duties to the Selling Fund's shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Acquired Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the Closing Date. The Selling Acquired Fund has provided the Acquiring Fund with its most recent audited unaudited financial statements statements, which contain a list of all of Selling the Acquired Fund's ’s assets as of the date thereof. The Selling Acquired Fund hereby represents that as of the date of the execution of this Agreement there have been no material changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Acquired Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Acquired Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Acquired Fund's ’s list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's ’s investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which the Acquiring Fund may not hold, the Selling Fund restrictions and will dispose of such securities prior to the Closing Date. The Acquired Fund will, within a reasonable period of time prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Acquired Fund holds any investments that the addition, if it is determined that the Selling Acquired Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Acquired Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund, such disposition would violate the Acquired Fund’s fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The assets of the each Selling Fund to be acquired by the its respective Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the its Closing Date. The Each Selling Fund has provided the its respective Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereofof such statements. The Each Selling Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Each Selling Fund reserves will, within a reasonable period of time prior to the right to sell any of such securities but will notClosing Date, without the prior written approval furnish each Acquiring Fund with a list of the Acquiring Selling Fund, acquire any additional 's portfolio securities and other than securities of the type in which the Acquiring Fund is permitted to investinvestments. The Each Acquiring Fund will, within a reasonable time prior to the Closing DateDates, furnish the its respective Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the A Selling Fund holds any investments which the Fund, if requested by its Acquiring Fund may not holdFunds, the Selling Fund will dispose of such securities on the Acquiring Fund's list prior to the Closing Date. In addition, if it is determined that the portfolios of a Selling Fund and the its Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require a Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund's directors or adviser, such disposition would adversely affect the tax-free nature of the Reorganization or would violate their fiduciary duties to the Selling Fund's shareholders.

ASSETS TO BE ACQUIRED. The assets of the each Selling Fund to be acquired by the its corresponding Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the such Selling Fund on the its respective Closing Date. The Each Selling Fund has provided the its corresponding Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereofof such statements. The Each Selling Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said such financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Each Selling Fund reserves the right to sell any will, within a reasonable period of such securities but will nottime before its respective Closing Date, without the prior written approval furnish each Acquiring Fund with a list of the Acquiring Selling Fund, acquire any additional 's portfolio securities and other than securities of the type in which the Acquiring Fund is permitted to investinvestments. The Each Acquiring Fund will, within a reasonable time prior to the before its respective Closing Date, furnish the its corresponding Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the A Selling Fund holds any investments which the Fund, if requested by its Acquiring Fund may not holdFunds, the Selling Fund will dispose of such securities prior to on the Acquiring Fund's list before its respective Closing Date. In addition, if it is determined that the portfolios of a Selling Fund and the its Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the its respective Closing Date.. Notwithstanding the foregoing, nothing herein will require a Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund's trustees or adviser, such

ASSETS TO BE ACQUIRED. The assets of the Selling Acquired Fund to be acquired by the Acquiring Fund shall consist of all propertyproperty owned by the Acquired Fund, including including, without limitation limitation, all cash, securities, commodities commodities, interests in futures and futures interests other financial instruments, claims, (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and dividends or interest receivableother receivables), which are owned by goodwill and other intangible property, all books and records belonging to the Selling Fund and Acquired Fund, any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the closing date provided for in Section 3.1 (the "Closing Date"), and all interests, rights, privileges and powers, other than cash in an amount necessary to pay dividends and distributions as provided in Section 6.2 (c) and other than the Acquired Fund's rights under this Agreement (collectively, "Assets"). The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Acquired Fund will, within a reasonable time at least 7 days prior to the Closing Date, furnish the Selling Acquiring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and (a) a list of the securitiesAcquired Fund's portfolio securities and other investments and (b) a list of the Acquired Fund's "historic business assets," which are defined for this purpose as (i) those assets that were acquired by the Acquired Fund prior to the date of the approval of the Reorganization by the Board of Trustees of WM SAM, and (ii) those xxxets that were acquired subsequent to such Board approval but in accordance with the Acquired Fund's investment objectives and not with a view to, or in anticipation or as part of, the Reorganization. The Acquiring Fund will, at least 3 days prior to the Closing Date, furnish the Acquired Fund with a list of the securities and other instruments, if any, on the Selling Acquired Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, policies and restrictions. In the event that the Selling Fund holds any investments which If requested by the Acquiring Fund may not holdFund, the Selling Acquired Fund will dispose of such securities prior to and other instruments on the Acquiring Fund's list before the Closing Date. In addition, if it is determined that the Selling portfolios of the Acquired Fund and the Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Acquired Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. After the Acquired Fund furnishes the Acquiring Fund with the list described above, the Acquired Fund will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities which the Acquiring Fund is permitted to purchase, pursuant to its investment objectives, policies and restrictions or otherwise (taking into consideration its own portfolio composition as of such date). Notwithstanding the foregoing, (a) nothing herein will require the Acquired Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Acquired Fund's trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund and (b) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's directors or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund.

ASSETS TO BE ACQUIRED. The assets of the Selling Acquired Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the Closing Date. The Selling Acquired Fund has provided the Acquiring Fund with its most recent audited unaudited financial statements statements, which contain a list of all of Selling the Acquired Fund's ’s assets as of the date thereof. The Selling Acquired Fund hereby represents that as of the date of the execution of this Agreement there have been no material changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Acquired Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Acquired Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Acquired Fund's ’s list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's ’s investment objectives, policies, and restrictions. The Acquired Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Acquired Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Acquired Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Acquired Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund, such disposition would violate the Acquired Fund’s fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The assets of the each Selling Fund to be acquired by the its respective Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the such Selling Fund on the its respective Closing Date. The Each Selling Fund has provided the its respective Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereofof such statements. The Each Selling Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said such financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Each Selling Fund reserves the right will, within a reasonable period of time prior to sell any of such securities but will notits respective Closing Date, without the prior written approval furnish each Acquiring Fund with a list of the Acquiring Selling Fund, acquire any additional 's portfolio securities and other than securities of the type in which the Acquiring Fund is permitted to investinvestments. The Each Acquiring Fund will, within a reasonable time prior to the its respective Closing Date, furnish the its respective Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the A Selling Fund holds any investments which the Fund, if requested by its Acquiring Fund may not holdFunds, the Selling Fund will dispose of such securities on the Acquiring Fund's list prior to the its respective Closing Date. In addition, if it is determined that the portfolios of a Selling Fund and the its Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the its respective Closing Date. Notwithstanding the foregoing, nothing herein will require a Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund's directors or adviser, such disposition would adversely affect the tax-free nature of the Reorganization or would violate their fiduciary duties to the Selling Fund's shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Transferring Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Transferring Fund on the Closing Date. The Selling Transferring Fund has provided the Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of Selling the Transferring Fund's ’s assets as of the date thereof. The Selling Transferring Fund hereby represents that as of the date of the execution of this Agreement there have been no material changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Selling Transferring Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Transferring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Transferring Fund's ’s list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's ’s investment objectivesobjective, policies, and restrictions. The Transferring Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Transferring Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Transferring Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Transferring Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Transferring Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating exceeding such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Transferring Fund to dispose of any investments or securities if, in the reasonable judgment of the Transferring Fund, such disposition would violate the Transferring Fund’s fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Transferring Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Transferring Fund on the Closing Date. The Selling Transferring Fund has provided the Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of Selling the Transferring Fund's ’s assets as of the date thereof. The Selling Transferring Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Selling Transferring Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Transferring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Transferring Fund's ’s list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's ’s investment objectives, policies, and restrictions. The Transferring Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Transferring Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Transferring Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Transferring Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Transferring Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Transferring Fund to dispose of any investments or securities if, in the reasonable judgment of the Transferring Fund, such disposition would violate the Transferring Fund’s fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The assets of the each Selling Fund to be acquired by the its respective Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the its Closing Date. The Each Selling Fund has provided the its respective Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereofof such statements. The Each Selling Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Each Selling Fund reserves will, within a reasonable period of time prior to the right to sell any of such securities but will notClosing Date, without the prior written approval furnish each Acquiring Fund with a list of the Acquiring Selling Fund, acquire any additional 's portfolio securities and other than securities of the type in which the Acquiring Fund is permitted to investinvestments. The Each Acquiring Fund will, within a reasonable time prior to the Closing DateDates, furnish the its respective Selling Fund Funds with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the A Selling Fund holds any investments which the Fund, if requested by its Acquiring Fund may not holdFunds, the Selling Fund will dispose of such securities on the Acquiring Fund's list prior to the Closing Date. In addition, if it is determined that the portfolios of a Selling Fund and the its Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require a Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund's trustees or adviser, such disposition would adversely affect the tax-free nature of the Reorganization or would violate their fiduciary duties to the Selling Fund's shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent audited unaudited financial statements statements, which contain a list of all of the Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund's fiduciary duty to its shareholders.

ASSETS TO BE ACQUIRED. The assets of the Selling Transferring Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and futures commodities, interests in futures, interests in options and dividends or interest receivablereceivables, which are that is owned by the Selling Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Transferring Fund on the Closing DateDate (the “Assets”). The Selling Transferring Fund has provided the Acquiring Fund with its most recent audited or unaudited financial statements statements, which contain a list of all of Selling Fund's assets the Assets as of the date thereof. The Selling Transferring Fund hereby represents that as of the date of the execution of this Agreement there have been no material changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of distributions and redemption proceeds to interestholders. The Selling Transferring Fund reserves the right to sell any of such securities securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Transferring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Acquiring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Fund's list referred to in the second sentence of this paragraph which do not conform to the Acquiring Fund's investment objectives, policies, its portfolio securities and restrictionsother investments. In the event that the Selling Transferring Fund holds any investments which that the Acquiring Fund may not hold, the Selling Fund Transferring Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In additionNotwithstanding the foregoing, if it is determined that nothing herein will require the Selling Transferring Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such any investments as may be necessary to avoid violating such limitations as or securities if, in the reasonable judgment of the Closing DateTransferring Fund, such disposition would violate the Transferring Fund’s fiduciary duty to its limited partners.

ASSETS TO BE ACQUIRED. The assets of the Selling Acquired Fund to be acquired by the Acquiring Fund shall consist of all propertyproperty owned by the Acquired Fund, including including, without limitation limitation, all cash, securities, commodities commodities, interests in futures and futures interests other financial instruments, claims, (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and dividends or interest receivableother receivables), which are owned by goodwill and other intangible property, all books and records belonging to the Selling Fund and Acquired Fund, any deferred or prepaid expenses shown as an asset on the books of the Selling Acquired Fund on the closing date provided for in Section 3.1 (the "Closing Date"), and all interests, rights, privileges and powers, other than cash in an amount necessary to pay dividends and distributions as provided in Section 6.2 (c) and other than the Acquired Fund's rights under this Agreement (collectively, "Assets"). The Selling Fund has provided the Acquiring Fund with its most recent audited financial statements which contain a list of all of Selling Fund's assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Acquired Fund will, within a reasonable time at least 7 days prior to the Closing Date, furnish the Selling Acquiring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and (a) a list of the securitiesAcquired Fund's portfolio securities and other investments and (b) a list of the Acquired Fund's "historic business assets," which are defined for this purpose as (i) those assets that were acquired by the Acquired Fund prior to the date of the approval of the Reorganization by the Board of Trustees of WM II, and (ii) thosx xxxets that were acquired subsequent to such Board approval but in accordance with the Acquired Fund's investment objectives and not with a view to, or in anticipation or as part of, the Reorganization. The Acquiring Fund will, at least 3 days prior to the Closing Date, furnish the Acquired Fund with a list of the securities and other instruments, if any, on the Selling Acquired Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, policies and restrictions. In the event that the Selling Fund holds any investments which If requested by the Acquiring Fund may not holdFund, the Selling Acquired Fund will dispose of such securities prior to and other instruments on the Acquiring Fund's list before the Closing Date. In addition, if it is determined that the Selling portfolios of the Acquired Fund and the Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Acquired Fund, if requested by the Acquiring Fund Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. After the Acquired Fund furnishes the Acquiring Fund with the list described above, the Acquired Fund will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities which the Acquiring Fund is permitted to purchase, pursuant to its investment objectives, policies and restrictions or otherwise (taking into consideration its own portfolio composition as of such date). Notwithstanding the foregoing, (a) nothing herein will require the Acquired Fund to dispose of any portfolio securities or other investments, if, in the reasonable judgment of the Acquired Fund's trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund and (b) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's directors or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund.

ASSETS TO BE ACQUIRED. The assets of the Selling Transferring Fund to be acquired by the Acquiring Fund shall consist of all property, including including, without limitation limitation, all cash, securities, commodities and commodities, interests in futures interests and dividends or interest receivablereceivables, which are owned by the Selling Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Transferring Fund on the Closing Date. The Selling Transferring Fund has provided the Acquiring Fund with its most recent audited financial statements statements, which contain a list of all of Selling the Transferring Fund's assets as of the date thereofof such statements. The Selling Transferring Fund hereby represents that as of the date of the execution of this Agreement Agreement, there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expensesexpenses and the payment of dividends, capital gains distributions and redemption proceeds to its shareholders. The Selling Transferring Fund reserves will, within a reasonable period of time prior to the right to sell any of such securities but will notClosing Date, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which furnish the Acquiring Fund is permitted to investwith a list of the Transferring Fund's portfolio securities and other investments. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Transferring Fund with a statement of the Acquiring Fund's investment objectives, policies and restrictions and a list of the securities, if any, on the Selling Transferring Fund's list referred to in the second sentence of this paragraph which above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions. In the event that the Selling Fund holds any investments which The Transferring Fund, if requested by the Acquiring Fund may not holdFund, the Selling Fund will dispose of such securities on the Acquiring Fund's list prior to the Closing Date. In addition, if it is determined that the Selling portfolios of the Transferring Fund and the Acquiring Fund portfoliosFund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund Transferring Fund, if requested by the Acquiring Fund will Fund, shall dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein shall EXHIBIT A require the Transferring Fund to dispose of any investments or securities if, in the reasonable judgment of the Transferring Fund's trustees or adviser, such disposition would adversely affect the tax-free nature of the Reorganization or would violate their fiduciary duties to the Transferring Fund's shareholders.