Common use of Closing and Effective Time Clause in Contracts

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________office on or about February 2, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization3.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the June [18], 2021, or a later date thereof or at such other time upon as to which the parties may they agree ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Portfolio’s net assets and/or the NAV for per share of either class of Acquiring Fund Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. Target The Closing shall deliver to the Trust be held at the Closing a schedule of its Assets as Investment Companies’ offices or at another place the Investment Companies shall agree.. 3.2 EQAT shall direct the custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund Portfolio at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Portfolio, as reflected on Acquiring Portfolio’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. The Transfer Agent 3.3 EQAT shall direct its transfer agent to deliver to it at or immediately after the Closing a certificate as to Certificate stating that its records contain (a) the opening on Acquiring Fund's share transfer books name, address, and taxpayer identification number of accounts each Shareholder, (b) the number of full and fractional shares in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf outstanding class of Target Shares each Shareholder owns, and Acquiring Fund(c) the dividend reinvestment elections, respectivelyif any, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Timeapplicable to each Shareholder, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Unless the Funds agree otherwise, (a) the Reorganization, together with related acts necessary to consummate the same it ("Closing"), shall occur at Acquiring Fund's offices on the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, later of (i) the date the Articles of Transfer are accepted for record by the Department or at such other place and/or (ii) a later date specified in the Articles of Transfer not more than 30 days after they are so accepted (which later date must be a day on such other date upon which the parties may agree. All NYSE is open for regular trading ("Business Day")), and (b) all acts taking place at the Closing shall be deemed to take place simultaneously as of at the close of business (4:00 p.m., Eastern Time) on the that date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (ai) the NYSE or another primary trading market for portfolio securities of either Fund (each, an "Exchange") is closed to trading or trading thereon is restricted or (bii) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board's judgment, accurate appraisal of the Acquired Fund's net value of Target and and/or the NAV for on an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day on which the NYSE is open for regular trading after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target Each Fund shall direct its fund accounting and pricing agent to deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotAcquired Fund to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Acquired Fund's books immediately before the Closing. Target's Acquired Fund shall direct its custodian shall to deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver at the Closing a certificate verifying that the Stockholders' names and addresses, and the number of full and fractional (rounded to the third decimal place) outstanding shares of Acquired Fund Common Stock each Stockholder owns, does or will conform to such information provided to the Acquiring Fund, at the Effective Time. Acquiring Fund shall direct its transfer agent to deliver at the Closing a certificate as to the opening of accounts on Acquiring Fund's share transfer books of accounts shareholder records in the names of Target's Shareholdersthe Stockholders (except Stockholders in whose names accounts thereon already exist). The Trust Acquiring Fund shall issue and deliver to Acquired Fund a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquired Fund, that the Acquiring Fund's Fund Shares to be credited to Target Acquired Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's its account on Acquiring Fund's bookssuch records. At the Closing, each party Fund shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party Fund or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Fund shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as the date of the Effective TimeClosing, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' Investment Companies’ principal officesoffice on or about January 20, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20012012, or at such other another place and/or on such other another date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of at the close of business on the date thereof or at such other another time upon as to which the parties Investment Companies may agree ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere an Exchange is disrupted, so that accurate appraisal of the net value of Target and Value and/or the NAV for of an Acquiring Fund Share of any class is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target Trust shall deliver direct (a) its fund accounting and pricing agent to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to such information on Target’s books immediately before the Closing, and (b) the custodian of Target’s assets to deliver at the Closing a Certificate stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Trust shall direct its transfer agent to deliver to Acquiring Fund at the Closing (a) a certificate Certificate (1) stating that its records contain a list of the names and addresses of the Shareholders and the number of full and fractional (rounded to the third decimal place) outstanding Target Shares each Shareholder owns, all at the Effective Time, and (2) as to the opening of accounts on Acquiring Fund's ’s share transfer books of accounts in the names of Target's the Shareholders. The Trust shall issue , except Shareholders in whose names accounts thereon already exist, and deliver (b) a confirmation confirmation, or other evidence satisfactory to Target evidencing Trust, that the Acquiring Fund's Fund Shares to be credited issued to Target at the Effective Time or provide evidence satisfactory pursuant to Target that Acquiring Fund's Shares paragraph 1.1(a) have been credited to Target's ’s account on Acquiring Fund's those books. 3.4. At the Closing, each party Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing (1) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and (2) bills of sale, checks, assignments, stock certificates, receipts, and/or other documents the other Investment Company reasonably requests.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' principal officesAcquiring Fund’s offices on or about December 31, located at 1055 Wxxxxxxxxx Xxxx.2015 or as soon thereafter as practicable after all regulatory approvals have been obtained, Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall ’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target’s Member records contain each Member’s name and address and the number of full and fractional outstanding Target Shares the Member owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing the Members (except Members in whose names accounts thereon already exist) on Acquiring Fund's ’s Member records and (b) a confirmation, or other evidence satisfactory to the Target, that the Acquiring Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal officesoffice on February 20, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20011996, or at such other place and/or on such other date upon which as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business 12:00 noon on the date thereof or at such other time upon which as the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE New York Stock Exchange, Inc. ("NYSE") is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for per Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust PW Corporation at the Closing a schedule of its the Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases basis and holding periods period by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. Target shall deliver to PW Corporation at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by the Secretary or Assistant Secretary of Target. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Trust PW Corporation shall issue and deliver a confirmation to Target evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree about April 30, 2021 ("“Effective Time"”). IfThe Closing shall be held at the offices of Gemini Fund Services, immediately before LLC, 0000 Xxxxx 000xx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000. 2.2 Trust shall direct the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that and verifying that: (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time; (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made; and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Trust shall direct its transfer agent to deliver at the Closing Closing: (a) to Trust, a certificate Certificate: (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time; and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's the Shareholders. The Trust shall issue ; and deliver (b) to Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Trust, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Trust shall deliver to Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable: (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Trust or its counsel may reasonably request. 3.4. The Trustrequests; and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx.3435 Stelzer Road, XxxxxxxxColumbus, XX 00000 Xxxx 00000, xx ____________October 15, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of the Target and the NAV for the Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. The Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. The Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on the Acquiring Fund's share transfer books of accounts in the names of the Target's Shareholders. The Trust shall issue and deliver a confirmation to the Target evidencing the Acquiring Fund's Shares to be credited to the Target at the Effective Time or provide evidence satisfactory to the Target that the Acquiring Fund's Shares have been credited to the Target's account on the Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of the Target and the Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or President, a Vice President or its Secretary and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' principal officesAcquiring Fund’s offices on or about September 30, located at 1055 Wxxxxxxxxx Xxxx.2016 or as soon thereafter as practicable after all regulatory approvals have been obtained, Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall ’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target’s Member records contain each Member’s name and address and the number of full and fractional outstanding Target Shares the Member owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing the Members (except Members in whose names accounts thereon already exist) on Acquiring Fund's ’s Member records and (b) a confirmation, or other evidence satisfactory to the Target, that the Acquiring Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________office on or about February 9, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________office on or about February 2, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same it ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffices on or about April 29, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20012005, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Acquired Fund's net value of Target and and/or the NAV for of the Acquiring Fund Share of any class is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target North Track shall deliver to the Trust at the Closing a schedule certificate of its Assets as of Chief Financial Officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotAcquired Fund to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Acquired Fund's books immediately before the Closing. TargetNorth Track's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent North Track shall deliver to Federated at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Acquired Fund Shares owned by each Shareholder, all as of the Effective Time, certified by North Track's Secretary. Federated's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholdersbooks. The Trust Federated shall issue and deliver a confirmation to Target North Track evidencing the Acquiring Fund's Fund Shares to be credited to Target Acquired Fund and subsequently to the Shareholders at the Effective Time or provide evidence satisfactory to Target North Track that such Acquiring Fund's Fund Shares have been credited to TargetAcquired Fund's account and subsequently to the Shareholders' accounts on Acquiring Fund's share transfer books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Each Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx offices on _____________, 20012000, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of each Target and the NAV per share for each Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Each Target shall deliver to the Trust Victory at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Each Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the corresponding Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on each Acquiring Fund's share transfer books of accounts in the names of the corresponding Target's Shareholders. The Trust Victory shall issue and deliver a confirmation to each Target evidencing the Acquiring Fund's Shares to be credited to such Target at the Effective Time or provide evidence satisfactory to such Target that the corresponding Acquiring Fund's Shares have been credited to such Target's account on such Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The TrustVictory, on behalf of each Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Each Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal officesoffices on May 5, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20012000, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of each Target and the NAV per share for each Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Each Target shall deliver to the Trust Victory at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Each Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the corresponding Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on each Acquiring Fund's share transfer books of accounts in the names of the corresponding Target's Shareholders. The Trust Victory shall issue and deliver a confirmation to each Target evidencing the Acquiring Fund's Shares to be credited to such Target at the Effective Time or provide evidence satisfactory to such Target that the corresponding Acquiring Fund's Shares have been credited to such Target's account on such Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The TrustVictory, on behalf of each Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx.3435 Stelzer Road, XxxxxxxxColumbus, XX 00000 xx ____________Xxxx 43219 on October 5, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree about December 12, 2014 ("“Effective Time"”). IfThe Closing shall be held at the offices of Gemini Fund Services, immediately before LLC, 00 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000. 2.2 Trust shall direct the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Trust shall direct its transfer agent to deliver at the Closing (a) to Trust, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Trust, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Trust shall deliver to Trust and Adviser, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Trust or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' principal officesAcquiring Fund’s offices on or about March 31, located at 1055 Wxxxxxxxxx Xxxx.2013 or as soon thereafter as practicable after all regulatory approvals have been obtained, Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall ’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Shares the Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing the Shareholders (except Shareholders in whose names accounts thereon already exist) on Acquiring Fund's ’s shareholder records and (b) a confirmation, or other evidence satisfactory to the Target, that the Acquiring Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The ReorganizationXxxxxxxxxxxxxx, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________office on or about April 27, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian Corporation shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Corporation shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Corporation instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Corporation's custodian notified Target Corporation that it had received the instructions and that the requested delivery of Assets would be effective as of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid Effective Time or provision for payment has been madeas of the earliest feasible time following the Effective Time. 3.3. The Transfer Agent Target Corporation shall deliver to Acquiring Trust at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares (by class) owned by each Shareholder (rounded to the third decimal place), all as of the Effective Time, certified by Target Corporation's Secretary or an Assistant Secretary thereof. Acquiring Trust's transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Acquiring Trust shall issue and deliver a confirmation to Target Corporation evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target Corporation that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party Investment Company or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree about December 4, 2020 ("“Effective Time"”). IfThe Closing shall be held at the offices of State Street, immediately before 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000. 2.2 Corporation shall direct the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, [located at 1055 Wxxxxxxxxx Washixxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, 2003,] or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE [NYSE] is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE [NYSE] or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx __________office on March __, 20011999, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for per Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust Victory at the Closing a schedule of its the Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Trust Victory shall issue and deliver a confirmation to Target evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if on it made at on and as of at the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal officesoffice on April 26, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20011996, or at such other place and/or on such other date upon which as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business 4:00 p.m. on the date thereof or at such other time upon which as the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE New York Stock Exchange, Inc. ("NYSE") is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for per Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target The Corporation shall deliver to the Trust at the Closing a schedule of its the Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases basis and holding periods period by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Corporation shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books list of accounts in the names and addresses of Target's Shareholders. The Trust shall issue the Shareholders and deliver a confirmation to the number of outstanding Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closingowned by each Shareholder, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated all as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected certified by the transactions contemplated by this Agreement.Corporation's Secretary or

Closing and Effective Time. 3.1. The ReorganizationUnless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("or Acquired Fund determines) (“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they agree. 3.2. Target Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Funds’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Acquiring Investment Company at or immediately after the Closing a certificate as to Certificate stating that its records contain (a) the opening on Acquiring Fund's share transfer books name, address, and taxpayer identification number of accounts each Shareholder, (b) the number of full and fractional shares in the names each outstanding class of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Acquired Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closingeach Shareholder owns, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.and

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree about May 29, 2020 ("Effective Time"). IfThe Closing shall be held at the offices of State Street, immediately before 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000. 2.2 Corporation shall direct the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund's assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer ("Certificate") stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund's books immediately after the Effective Time, does or will conform to that information on Target Fund's books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund's shareholder records contain each Shareholder's name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening of accounts on Acquiring Survivor Fund's share transfer books of accounts shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to TargetTarget Fund's account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffice on or about April 26, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20012002, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Target's net value of Target and and/or the NAV for of an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target Trust's fund accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. TargetTrust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Trust shall deliver to Corporation at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by Trust's Secretary or Assistant Secretary. Corporation's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholdersbooks. The Trust Corporation shall issue and deliver a confirmation to Target Trust evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target Trust that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The ReorganizationReoxxxxxxxxxxx, together xxxether with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________office on or about February 9, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx.3435 Stelzer Road, XxxxxxxxColumbus, XX Xxxx 00000 xx ____________Xxxxxxx 15, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of the Target and the NAV for the Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. The Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. The Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on the Acquiring Fund's share transfer books of accounts in the names of the Target's Shareholders. The Trust shall issue and deliver a confirmation to the Target evidencing the Acquiring Fund's Shares to be credited to the Target at the Effective Time or provide evidence satisfactory to the Target that the Acquiring Fund's Shares have been credited to the Target's account on the Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of the Target and the Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or President, a Vice President or its Secretary and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx.3435 Stelzer Road, XxxxxxxxColumbus, XX 00000 xx ____________Xxxx 43219, on October 5, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Washxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("“Closing"”), shall occur at the Funds' Institutional Trust’s principal officesoffice before June 30, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20012007, or at such other place and/or on such other later date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("the “Effective Time"”). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, disrupted so that accurate appraisal of the net value NAV of the Target Funds and the NAV for per share of the Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target Retail Trust’s accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget Fund to Acquiring Fund, as reflected on Acquiring Fund’s books immediately following the Closing, does or will conform to such information on Target Fund’s books immediately before the Closing. Target's Retail Trust’s custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Retail Trust shall deliver to Institutional Trust at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Fund Shares owned by each such Shareholder, all as of the Effective Time, certified by Retail Trust’s Secretary or Assistant Secretary. Institutional Trust’s transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's ’s share transfer books of accounts in the names of Target's Shareholders’ names. The Institutional Trust shall issue and deliver a confirmation to Target Retail Trust evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's ’s books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, receipts or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the FundsInvestment Companies' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx office on or about [____ _________], 20012000, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Target's net value of Target and and/or the NAV for of an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such that trading shall have been fully resumed and such that reporting shall have been restored. 3.2. Target Equity Trust's fund accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to that information on Target's books immediately before the Closing. TargetEquity Trust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Equity Trust shall deliver to Equity Funds at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by Equity Trust's Secretary or an Assistant Secretary thereof. Equity Funds's transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Trust Equity Funds shall issue and deliver a confirmation to Target Equity Trust evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target Equity Trust that those Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. 3.4. At the Closing, each party Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing (a) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this AgreementAgreement and (b) bills of sale, checks, assignments, stock certificates, receipts, and other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same ("Closing"it ( Closing ), shall occur at the Funds' principal officesAcquiring Fund s offices on or about March 19th , located at 1055 Wxxxxxxxxx Xxxx.2013 or as soon thereafter as practicable after all regulatory approvals have been obtained, Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("( Effective Time"Time ). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an Exchange ) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board s judgment, accurate appraisal of the net value of Target and either Fund s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Target s assets to deliver at the Closing a certificate of an authorized officer ( Certificate ) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund s books immediately after the Closing, does or will conform to that information on Target s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target s shareholder records contain each Shareholder s name and address and the number of full and fractional outstanding Target Shares the Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) on Acquiring Fund s shareholder records and (b) a confirmation, or other evidence satisfactory to the Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing , that the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree about August 23, 2019 ("“Effective Time"”). IfThe Closing shall be held at the offices of State Street, immediately before 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000. 2.2 Corporation shall direct the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree about December 13, 2013 ("“Effective Time"”). IfThe Closing shall be held at the offices of UBFS, immediately before 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000. 2.2 Corporation shall direct the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same it ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffices on or about April 29, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20012005, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Acquired Fund's net value of Target and and/or the NAV for of the Acquiring Fund Share of any Class is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target North Track shall deliver to the Trust at the Closing a schedule certificate of its Assets as of Chief Financial Officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotAcquired Fund to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Acquired Fund's books immediately before the Closing. TargetNorth Track's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent North Track shall deliver to Federated at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Acquired Fund Shares owned by each Shareholder, all as of the Effective Time, certified by North Track's Secretary. Federated's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholdersbooks. The Trust Federated shall issue and deliver a confirmation to Target North Track evidencing the Acquiring Fund's Fund Shares to be credited to Target Acquired Fund and subsequently to the Shareholders at the Effective Time or provide evidence satisfactory to Target North Track that such Acquiring Fund's Fund Shares have been credited to TargetAcquired Fund's account and subsequently to the Shareholders' accounts on Acquiring Fund's share transfer books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("Closing"), shall occur at the Funds' principal offices, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree about [ ], 2019 ("Effective Time"). IfThe Closing shall be held at the offices of Gemini Fund Services, immediately before LLC, 00 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000. 2.2 Trust shall direct the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund's assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer ("Certificate") stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund's books immediately after the Effective Time, does or will conform to that information on Target Fund's books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Trust shall direct its transfer agent to deliver at the Closing (a) to Trust, a certificate Certificate (1) verifying that Target Fund's shareholder records contain each Shareholder's name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening of accounts on Acquiring Survivor Fund's share transfer books of accounts shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Trust, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to TargetTarget Fund's account on Acquiring those records. 2.4 Trust shall deliver to Trust and Adviser, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Trust or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffice on or about April 26, located at 1055 Wxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000 xx ____________, 20012002, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Target's net value of Target and the NAV for of an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target Trust's fund accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. TargetTrust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Trust shall deliver to Corporation at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by Trust's Secretary or Assistant Secretary. Corporation's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.transfer