Common use of Closing and Effective Time Clause in Contracts

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on , 2012 (“Effective Time”). The Closing shall be held at Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 Old Fund shall direct the custodian of its assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to New Fund at the Effective Time, (b) all necessary taxes in 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 Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s books immediately before the Closing. 2.3 Old Fund shall direct its transfer agent to deliver at the Closing a Certificate stating that its records contain the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the Shareholders and a confirmation, or other evidence satisfactory to Old Fund, that the New Fund Shares to be credited to Old Fund at the Effective Time have been credited to Old Fund’s account on those records. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwiseThe Reorganization, all together with related acts necessary to consummate the Reorganization same (“Closing”) "CLOSING"), shall occur at the Investment Companies' offices on July 31, 2006 or at such other place and/or on such other date as to which the Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (I.E., 4:00 p.m., Eastern Timetime) on , 2012 the date thereof (“Effective Time”"EFFECTIVE TIME"). The Closing shall be held at Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 Old Fund The Corporation shall direct the custodian of for its assets ("CUSTODIAN") to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred have been delivered in proper form to New Fund within two business days before or at the Effective Time, Time and (b) all necessary taxes in 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. Each of Old Fund's portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by Old Fund as of the Effective Time for New Fund's account duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Effective Time by book entry, in accordance with the customary practices of the Custodian and any securities depository (cas defined in Rule 17f-4 under the 1940 Act) in which any Assets are deposited, the Assets that are deposited with such depositories. The cash to be transferred by Old Fund shall be delivered by wire transfer of federal funds at the Effective Time. 2.3 The Corporation shall direct its transfer agent to deliver at the Closing a certificate of an authorized officer stating that Old Fund's share transfer books contain the number of full and fractional outstanding Old Fund Shares each Shareholder owned immediately before the Closing. 2.4 The Corporation shall deliver to the Trust at the Closing a certificate of an authorized officer of the Corporation setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s 's books immediately before the Closing. 2.3 Old Fund shall direct its transfer agent to deliver at the Closing a Certificate stating that its records contain the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the Shareholders and a confirmation, or other evidence satisfactory to Old Fund, that the New Fund Shares to be credited to Old Fund at the Effective Time have been credited to Old Fund’s account on those records. 2.5 At the Closing, each Each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents at the other Investment Company Closing a certificate executed in its name by its President or its counsel reasonably requests and (b) a Certificate Vice President in form and substance reasonably satisfactory to the recipient, recipient and dated the Effective Timedate of the Closing, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated herebyby this Agreement.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing“ Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after [____], 2012 2023 (““ Effective TimeTime ”). The Closing shall be held at the New Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 The Old Fund Trust shall direct cause the custodian of the Existing Fund’s assets (“Old Custodian”) (a) to make the Existing Fund’s portfolio securities available to the New Trust (or to its custodian (“New Custodian”), if the New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which the Existing Fund’s assets are deposited, in the case of the Existing Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. The Old Trust shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Existing Fund’s portfolio securities, cash, and other Assets it holds will be transferred to the New Fund at the Effective Time, Custodian for New Fund’s account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to the New FundTrust that such information, as reflected on New Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 The Old Fund Trust shall deliver, or shall direct its transfer agent to deliver deliver, to the New Trust at the Closing a Certificate stating that its records contain an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Existing Fund Shares Shares, by class, each such Shareholder owns owns, at the Effective Time, certified by class. 2.4 the Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate an authorized officer’s certificate as to the opening of accounts on New Fund’s shareholder records in the names of the listed Shareholders and a confirmation, or other evidence satisfactory to the Old FundTrust, that the New Fund Shares to be credited to Old the Existing Fund at the Effective Time have been credited to Old the Existing Fund’s account on those records. 2.4 The Old Trust shall deliver to the New Trust and the Adviser within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Existing Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwiseThe Reorganization, all together with related acts necessary to consummate the Reorganization same (“Closing”) ), shall occur at the Investment Companies’ offices on or about ___________, 2009, or at such other place and/or on such other date as to which they 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 i.e., 3:00 p.m., Eastern TimeCentral time) on , 2012 the date thereof (“Effective Time”). The Closing shall be held at Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 Old Fund Each First Step Series (a) shall direct its fund accounting agent to 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 transferred by such First Step Series to New Company, on behalf of the corresponding New Fund, as reflected on such New Fund’s books immediately after the Closing, does or will conform to that information on the books of such First Step Series immediately before the Closing and (b) shall direct the custodian of its assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to New Fund at Company, on that New Fund’s behalf, as of the Effective Time, (b) all necessary taxes in 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 Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s books immediately before the Closing. 2.3 Old Fund Each First Step Series shall direct its transfer agent to deliver at the Closing a Certificate certificate of an authorized officer stating that its records such First Step Series’ share transfer books contain the number of full and fractional outstanding Class Y Old Fund Shares each Shareholder owns at owns, by class, as of the Effective Time, by class. 2.4 Trust New Company shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate certificate as to the opening of accounts in the Shareholders’ names on each New Fund’s shareholder records in the names of the Shareholders records. New Company shall issue and deliver to each First Step Series a confirmation, or other evidence satisfactory to Old Fundsuch First Step Series, that the New Fund Shares to be credited to Old Fund at such First Step Series as of the Effective Time have been credited to Old Fund’s account that First Step Series’ accounts on those records. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share stock certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at as of the Effective Time Time, except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 2.1. Unless the Investment Companies Companyies agree otherwise, all acts necessary to consummate the Reorganization (“"Closing”") shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on December 28, 2012 (“"Effective Time”"), provided that, if the conditions to Closing set forth in paragraph 5 shall not have been satisfied or (to the extent capable of being waived) waived, the Closing shall take place simultaneously as of immediately after the Effective Time on a date mutually agreed upon by the parties. The Closing shall be held at Trust’s 's offices or at such other place as to which the Investment Companies agree. 2.2 Old 2.2. Acquired Fund shall direct cause the custodian of Acquired Fund’s Assets (“Acquired Fund Custodian”) (a) to make Acquired Fund’s Assets available to Trust (or to its assets custodian (“Acquiring Fund Custodian”), if Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the Acquiring Fund Custodian for Acquiring Fund's account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Acquired Fund Custodian's customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which Acquired Fund's Assets are deposited, in the case of Acquired Fund's portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. Acquired Fund shall also direct the Acquired Fund Custodian to deliver to Trust at the Closing a certificate of an authorized officer officer's certificate (“Certificate”A) stating that (a) pursuant to proper instructions provided to the Assets it holds will be transferred to New Acquired Fund at Custodian by Acquired Fund, the Effective TimeAcquired Fund Custodian has delivered all of Acquired Fund's portfolio securities, (b) all necessary taxes in 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 madecash, and other Assets to the Acquiring Fund Custodian for Acquiring Fund's account and (cB) the attaching a schedule setting forth information (including the adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old . The Acquiring Fund Custodian shall certify to New FundTrust and Acquired Fund that such information, as reflected on New Acquiring Fund’s 's books immediately after the ClosingEffective 'lime, does or will conform to that information on Old as so certified by the Acquired Fund Custodian and that Acquiring Fund Custodian has received, or otherwise has custody of, all such Assets of Acquired Fund’s books immediately before the Closing. 2.3 Old 2.3. Acquired Fund shall deliver, or shall direct its transfer agent to deliver, to Trust at the Closing an authorized officer's certificate listing the Shareholders' names and addresses together with the number of full and fractional outstanding Acquired Fund Shares each such Shareholder owns, at the Effective Time, certified by Acquired Fund's Secretary or Assistant Secretary or by its transfer agent, as applicable. Trust shall deliver, or direct its transfer agent to deliver at the Closing a Certificate stating that its records contain or on the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after Monday following the Closing a Certificate to Acquired Fund an authorized officer's certificate as to the opening of accounts on New Acquiring Fund’s 's shareholder records in the names of of' the listed Shareholders and a confirmation, or other evidence satisfactory to Old Acquired Fund, that the New Acquired Fund Shares to be credited to Old Acquired Fund at the Effective Time have been credited to Old Acquired Fund’s 's account on those recordsrecords at that time and thereafter transferred to the Shareholders' accounts in accordance with paragraph 1.5. 2.5 2.4. Acquired Fund shall deliver to Trust and Acquiring Fund Manager, within five days before the Closing, an authorized officer's certificate listing each security, by name of issuer and number of shares, that is being carried on Acquired Fund's books at an estimated fair market value provided by an authorized pricing vendor for Acquired Fund or otherwise, as determined within 5 days before the closing, by Acquired Fund in accordance with the portfolio valuation methods described in its registration statement and that comply with tile requirements of the 1940 Act. 2.5. At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificatesassumptions, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it such Investment Company made in this Agreement are true and correct in all material respects (or, if a representation and warranty already contains a materiality qualifier, in all such respects) at the Effective Time Time, except as they may be affected by the transactions contemplated hereby and, except as any failure of such representations and warranties to be true and correct in all material respects (or in all respects, as the case may be) would not have a material and adverse effect on the other investment Company. For purposes of this paragraph and any other provisions of this Agreement where a material adverse change, material adverse effect, or material and adverse effect is relevant, a material adverse change, material adverse effect or material and adverse effect shall not include effects or changes arising out of, or resulting from: (1) a decline in NAV per share due to declines in market values of portfolio securities or investments, the discharge of liabilities, or the redemption of shares by shareholders; (2) payment of normal operating expenses, dividends and capital gain distributions, (3) changes in applicable laws, rules and/or regulations or generally accepted accounting principals (as consistently applied in the United States, "GAAP"); (4) the public announcement of this Agreement or the transactions contemplated hereby; (5) actions required by this Agreement; (6) any national or international political or social event or circumstance, such as acts or war (whether or not declared), sabotage, terrorism, military actions or other force majeure events; (7) changes affecting generally the investment management industry in which the Investment Companies operate, or changes in general U.S. economic or market conditions, in each case which do not have a disproportionate impact or affect on Acquired Fund or Acquiring Fund (as applicable); or (8) any change that is consented to in writing by the parties.

Closing and Effective Time. 2.1 2.1. Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after May __, 2012 2014 (“Effective Time”). The Closing shall be held at the New Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 2.2. The Old Fund Trust shall direct cause the custodian of the Existing Fund’s assets (“Old Custodian”) (a) to make the Existing Fund’s portfolio securities available to the New Trust (or to its custodian (“New Custodian”), if the New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1000 Xxx) in which the Existing Fund’s assets are deposited, in the case of the Existing Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. The Old Trust shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Existing Fund’s portfolio securities, cash, and other Assets it holds will be transferred to the New Fund at the Effective Time, Custodian for New Fund’s account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to the New FundTrust that such information, as reflected on New Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 2.3. The Old Fund Trust shall deliver, or shall direct its transfer agent to deliver deliver, to the New Trust at the Closing a Certificate stating that its records contain an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Existing Fund Shares Shares, by class, each such Shareholder owns owns, at the Effective Time, certified by class. 2.4 the Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate an authorized officer’s certificate as to the opening of accounts on New Fund’s shareholder records in the names of the listed Shareholders and a confirmation, or other evidence satisfactory to the Old FundTrust, that the New Fund Shares to be credited to Old the Existing Fund at the Effective Time have been credited to Old the Existing Fund’s account on those records. 2.5 2.4. The Old Trust shall deliver to the New Trust and the Manager within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Existing Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund or at a fair value as determined by the Manager. 2.5. At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise3.1. The Reorganization, all together with related acts necessary to consummate the Reorganization same (“Closing”) ), shall occur at Institutional Trust’s principal office on or about August 25, 2006, or at such other place and/or on such other date as to which the Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the date thereof or at such other time as to which the Investment Companies may agree (4:00 p.m., Eastern Time) on , 2012 (the “Effective Time”). The Closing 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 NAV of the Target Funds and the NAV per share of the Acquiring Fund Shares is impracticable, the Effective Time shall be held at 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. Retail Trust’s offices accounting and pricing agent shall deliver at 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 Fund to Acquiring Fund, as reflected on Acquiring Fund’s books immediately following the Closing, does or at will conform to such other place as to which information on Target Fund’s books immediately before the Investment Companies agree. 2.2 Old Fund Closing. Retail Trust’s custodian shall direct the custodian of its assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds held by the custodian will be transferred to New Acquiring Fund at the Effective Time, Time and (b) all necessary taxes in connection 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, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s books immediately before the Closing. 2.3 Old 3.3. 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 shall direct its 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 to shall deliver at the Closing a Certificate stating that its records contain the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate certificate as to the opening on Acquiring Fund’s share transfer books of accounts on New Fund’s shareholder records in the names of Shareholders’ names. Institutional Trust shall issue and deliver a confirmation to Retail Trust evidencing the Shareholders and a confirmation, or other evidence satisfactory to Old Fund, that the New Acquiring Fund Shares to be credited to Old Fund at the Effective Time have been credited to Old Target Fund’s account on those records. 2.5 Acquiring Fund’s books. At the Closing, each Investment Company party shall deliver to the other (a) bills of sale, checks, assignments, share stock certificates, receipts, and/or receipts or other documents the other Investment Company party or its counsel reasonably requests and (b) requests. 3.4. Each Investment Company shall deliver to the other at the Closing a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, recipient and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated herebyby this Agreement.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Timetime) on October 20, 2012 2017, or a later date to which they agree (“Effective Time”). The Closing shall be held at the New Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 The Old Fund shall direct and cause the custodian of its assets (“Old Custodian”) (a) to make its portfolio securities available to the New Trust (or to New Fund’s custodian (“New Custodian”), if the New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which the Old Fund’s assets are deposited, in the case of the Old Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. The Old Fund shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Old Custodian by the Old Fund, the Old Custodian has delivered all of the Old Fund’s portfolio securities, cash, and other Assets it holds will be transferred to the New Fund at Custodian for the Effective Time, New Fund’s account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to the New FundTrust that such information, as reflected on the New Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 The Old Fund shall direct its transfer agent to deliver to the New Trust at the Closing a Certificate stating that its records contain an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Fund Shares each Shareholder owns owns, at the Effective Time, by class. 2.4 . The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate an authorized officer’s certificate as to the opening of accounts on the New Fund’s shareholder records in the names of the Shareholders and a confirmation, or other evidence satisfactory to the Old Fund, that the New Fund Shares to be credited to the Old Fund at the Effective Time have been credited to the Old Fund’s account on those records. 2.4 The Old Fund shall deliver to the New Trust and the Manager before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Old Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Fund or at a fair value as determined pursuant to the Old Fund’s policies and procedures as approved by the Old Fund’s Board and implemented by the Manager. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on _________, 2012 2017, or a later date to which they agree (“Effective Time”). The Closing shall be held at the New Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 The Old Fund shall direct and cause the custodian of its assets (“Old Custodian”) (a) to make its portfolio securities available to the New Trust (or to New Fund’s custodian (“New Custodian”), if the New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which the Old Fund’s assets are deposited, in the case of the Old Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. The Old Fund shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Old Custodian by the Old Fund, the Old Custodian has delivered all of the Old Fund’s portfolio securities, cash, and other Assets it holds will be transferred to the New Fund at Custodian for the Effective Time, New Fund’s account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to the New FundTrust that such information, as reflected on the New Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 The Old Fund shall direct its transfer agent to deliver to the New Trust at the Closing a Certificate stating that its records contain an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Fund Shares each Shareholder owns owns, at the Effective Time, by class. 2.4 . The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate an authorized officer’s certificate as to the opening of accounts on the New Fund’s shareholder records in the names of the Shareholders and a confirmation, or other evidence satisfactory to the Old Fund, that the New Fund Shares to be credited to the Old Fund at the Effective Time have been credited to the Old Fund’s account on those records. 2.4 The Old Fund shall deliver to the New Trust and the Manager before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Old Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Fund or at a fair value as determined pursuant to the Old Fund’s policies and procedures as approved by the Old Fund’s Board and implemented by the Manager. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 2.1. Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m.8:00 a.m., Eastern Timetime) on December 24, 2012 2018 (“Effective Time”). The Closing shall be held at Acquiring Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 Old Fund 2.2. Target Trust shall direct cause the custodian of Target Fund’s assets (“Old Custodian”) (a) to make Target Fund’s portfolio securities available to Acquiring Trust (or to its custodian (“New Custodian”), if Acquiring Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for Acquiring Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which Target Fund’s assets are deposited, in the case of Target Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. Target Trust shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Assets it holds will be transferred Old Custodian by Target Trust, the Old Custodian has delivered in proper form all of Target Fund’s portfolio securities, cash, and other assets to the New Fund at the Effective Time, Custodian for Acquiring Fund’s account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to New FundAcquiring Trust that such information, as reflected on New Acquiring Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 Old Fund shall direct 2.3. Target Trust shall, or cause its transfer agent to, deliver to deliver Acquiring Trust at the Closing a Certificate stating that its records contain an authorized officer’s certificate listing the record Shareholders’ names and the number of full and fractional outstanding Old Target Fund Shares each such Shareholder owns owns, all at the Effective Time, certified by class. 2.4 Target Trust’s Secretary or Assistant Secretary. Target Trust shall direct its transfer agent to deliver to Acquiring Trust at the Closing an authorized officer’s certificate showing the number of outstanding Target Fund Shares, all at the Effective Time, certified by its transfer agent. Acquiring Trust shall, or cause its transfer agent to, deliver to Target Trust at or as soon as reasonably practicable after the Closing a Certificate as to an authorized officer’s certificate listing the opening record Shareholders’ names and the number of accounts on New Fund’s shareholder records in the names shares of the Shareholders and a confirmation, or other evidence satisfactory to Old Fund, that the New Acquiring Fund Shares to be credited to Old Target Fund Shareholders at the Effective Time Time. Acquiring Trust shall direct its transfer agent to deliver to Target Trust, at or as soon as reasonably practicable after the Closing, an authorized officer’s certificate as to the number of outstanding Acquiring Fund Shares which have been credited to Old Target Fund’s account on those the Acquiring Fund’s shareholder records. 2.5 2.4. In the event that immediately prior to Effective Time (a) the primary trading market for portfolio securities of Acquiring Fund or Target Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Board members of either party to this Agreement, accurate appraisal of the value of Target Fund Shares is impracticable, the Closing shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 2.5. Target Trust shall deliver to Acquiring Trust and the Investment Adviser, within five business days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.6. If requested by Acquiring Trust, Target Trust shall direct BBD LLP, an independent registered public accounting firm that audits Target Trust’s books, and other applicable service providers, to provide access at the Closing to all work papers and supporting statements related to financial statements and tax returns, including those related to ASC 000-00-00 (formerly, “Accounting for Uncertainty in Income Taxes,” FASB Interpretation No. 48, July 13, 2006), pertaining to Target Fund (collectively, “Work Papers”) for all fiscal and taxable periods ended October 31, 2017, and for the period from that date through the Effective Time. 2.7. At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on May 18, 2012 2018 (“Effective Time”). The Closing shall be held at Trust’s offices 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxx 00000, or at such other another place as to which the Investment Companies agree. 2.2 Old Fund Quaker Investment Trust shall direct the custodian of its Existing Fund’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to the custodian of New Fund Fund’s assets at the Effective Time, Time and (b) all necessary taxes in 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, . Quaker Investment Trust shall direct its fund accounting and (c) pricing agent to deliver at the Closing a schedule detailing the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, to be transferred by Old Existing Fund to New Fund, Fund accompanied by a Certificate as reflected on New Fund’s books immediately after to the Closing, does or will conform to accuracy of that information on Old Fund’s books immediately before the Closinginformation. 2.3 Old Fund Quaker Investment Trust shall direct its transfer agent to deliver at the Closing to the Trust a Certificate stating verifying that its Existing Fund’s shareholder records contain (a) each Shareholder’s name, address, and taxpayer identification number, (b) the number of full and fractional outstanding Old Existing Fund Shares Shares, by class, that each such Shareholder owns at the Effective Time, by class. 2.4 (c) the dividend reinvestment elections, if any, applicable to each Shareholder, and (d) the backup withholding and nonresident alien withholding certifications, notices, or records on file with Existing Fund with respect to each Shareholder, all at the Effective Time. The Trust shall direct its transfer agent to deliver deliver, at or as soon as reasonably practicable after the Closing Closing, (e) to the Trust, a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the Shareholders and (f) to Quaker Investment Trust, a confirmation, or other evidence satisfactory to Old FundQuaker Investment Trust, that the New Fund Shares to be credited to Old Existing Fund at the Effective Time have been credited to Old Existing Fund’s account on those records. 2.4 Quaker Investment Trust shall direct its custodian to deliver to the Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is carried on Existing Fund’s books, at an estimated fair market value provided by an authorized pricing vendor for Existing Fund. 2.5 At the Closing, each Investment Company shall deliver to the other deliver, on behalf of its Fund, as applicable, (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“"Closing”") shall be deemed to take place simultaneously as of immediately after the close of business (4:00 8:00 p.m., (Eastern Timetime) on June 27, 2012 2018 (“"Effective Time”"). The Closing shall be held at New Trust’s 's offices or at such other place as to which the Investment Companies agree. 2.2 Old Fund Trust shall direct cause the custodian of Old Fund's assets ("Old Custodian") (a) to make Old Fund's portfolio securities available to New Trust (or to its custodian ("New Custodian"), if New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for New Fund's account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian's customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which Old Fund's assets are deposited, in the case of Old Fund's portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. Old Trust shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer's certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Assets it holds will be transferred Old Custodian by Old Trust, the Old Custodian has delivered in proper form all of Old Fund's portfolio securities, cash, and other assets to the New Fund at the Effective Time, Custodian for New Fund's account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to New FundTrust that such information, as reflected on New Fund’s 's books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 Old Fund Trust shall direct its transfer agent deliver to deliver New Trust at the Closing a Certificate stating that its records contain an authorized officer's certificate listing the record Shareholders' names and the number of full and fractional outstanding Old Fund Shares each such Shareholder owns owns, all at the Effective Time, certified by class. 2.4 Old Trust's Secretary or Assistant Secretary. Old Trust shall direct its transfer agent to deliver to New Trust at the Closing an authorized officer's certificate showing the number of outstanding Old Fund Shares, all at the Effective Time, certified by its transfer agent. New Trust shall deliver to Old Trust at or as soon as reasonably practicable after the Closing a Certificate as to an authorized officer's certificate listing the opening record Shareholders' names and the number of accounts on New Fund’s shareholder records in the names shares of the Shareholders and a confirmation, or other evidence satisfactory to Old Fund, that the New Fund Shares to be credited to Old Fund Shareholders at the Effective Time Time. New Trust shall direct its transfer agent to deliver to Old Trust at or as soon as reasonably practicable after the Closing an authorized officer's certificate as to the number of outstanding New Fund Shares, which have been credited to Old Fund’s 's account on those the New Fund's shareholder records. 2.4 In the event that immediately prior to Effective Time (a) the New York Stock Exchange or another primary trading market for portfolio securities of New Fund or Old Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Board members of either party to this Agreement, accurate appraisal of the value of Old Fund Shares is impracticable, the Closing shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 2.5 Old Trust shall deliver to New Trust and the Investment Adviser, within five days before the Closing, an authorized officer's certificate listing each security, by name of issuer and number of shares, that is being carried on Old Fund's books at an estimated fair market value provided by an authorized pricing vendor for Old Fund. 2.6 If requested by New Trust, Old Trust shall direct PricewaterhouseCoopers LLP, an independent registered public accounting firm that audits Old Trust's books, and other applicable service providers to provide access to at the Closing all work papers and supporting statements related to financial statements and tax returns, including those related to ASC 000-00-00 (formerly, "Accounting for Uncertainty in Income Taxes," FASB Interpretation No. 48, July 13, 2006), pertaining to Old Fund (collectively, "Work Papers") for all fiscal and taxable periods ended June 30, 2017, and for the period from that date through the Effective Time. 2.7 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on March 29, 2012 2013 (“Effective Time”). The Closing shall be held at Trust’s the offices or at such other place as to which the Investment Companies agreeof GFS, 000 Xxxxxxxx Xxxx., Xxxxxxxxx, XX 00000. 2.2 Old Fund Trust shall direct the custodian of its each Old Fund’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to the respective New Fund at the Effective Time, (b) all necessary taxes in 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 each Old Fund to the respective New Fund, as reflected on such New Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on the respective Old Fund’s books immediately before the ClosingEffective Time. 2.3 Old Fund Trust shall direct its transfer agent to deliver at the Closing (a) to New Trust, a Certificate stating (1) verifying that its the Old Funds’ shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Old Fund Shares Shares, by class, each such Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate Time and (2) as to the opening of accounts on New Fund’s Funds’ shareholder records in the names of the Shareholders and (b) to Old Trust, a confirmation, or other evidence satisfactory to Old FundTrust, that the New Fund Shares to be credited to each respective Old Fund at the Effective Time have been credited to such Old Fund’s account on those records. 2.4 Old Trust shall deliver at the Closing an opinion of its counsel, Xxxxxxxx Xxxx LLP, substantially in the form of the opinion attached hereto as Exhibit 1, and New Trust shall deliver at the Closing an opinion of its counsel, Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP (“Counsel”), substantially in the form of the opinion attached hereto as Exhibit 2. 2.5 Old Trust shall deliver to New Trust and Compass EMP, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Old Funds’ books at an estimated fair market value provided by an authorized pricing vendor for each Old Fund. 2.6 At the Closing, each Investment Company shall deliver to the other any (a) bills xxxx of sale, checkscheck, assignmentsassignment, share certificatescertificate, receipts, and/or receipt or other documents document the other Investment Company or its counsel reasonably requests and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwiseThe Reorganization, all together with related acts necessary to consummate the Reorganization same (“Closing”) "CLOSING"), shall occur at the Investment Companies' offices on August 1, 2006 or at such other place and/or on such other date as to which the Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (I.E., 4:00 p.m., Eastern Timetime) on , 2012 the date thereof (“Effective Time”"EFFECTIVE TIME"). The Closing shall be held at Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 Old Fund The Corporation shall direct the custodian of for its assets ("CUSTODIAN") to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred have been delivered in proper form to New Fund within two business days before or at the Effective Time, Time and (b) all necessary taxes in 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. Each of Old Fund's portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by Old Fund as of the Effective Time for New Fund's account duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Effective Time by book entry, in accordance with the customary practices of the Custodian and any securities depository (cas defined in Rule 17f-4 under the 1940 Act) in which any Assets are xxxxxxxxd, the Assets that are deposited with such depositories. The cash to be transferred by Old Fund shall be delivered by wire transfer of federal funds at the Effective Time. 2.3 The Corporation shall direct its transfer agent to deliver at the Closing a certificate of an authorized officer stating that Old Fund's share transfer books contain the number of full and fractional outstanding Old Fund Shares each Shareholder owned immediately before the Closing. 2.4 The Corporation shall deliver to the Trust at the Closing a certificate of an authorized officer of the Corporation setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s 's books immediately before the Closing. 2.3 Old Fund shall direct its transfer agent to deliver at the Closing a Certificate stating that its records contain the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the Shareholders and a confirmation, or other evidence satisfactory to Old Fund, that the New Fund Shares to be credited to Old Fund at the Effective Time have been credited to Old Fund’s account on those records. 2.5 At the Closing, each Each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents at the other Investment Company Closing a certificate executed in its name by its President or its counsel reasonably requests and (b) a Certificate Vice President in form and substance reasonably satisfactory to the recipient, recipient and dated the Effective Timedate of the Closing, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated herebyby this Agreement.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after November 21, 2012 2014 (“Effective Time”). The Closing shall be held at Trust’s the offices of 00 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000 or at such other place as to which the Investment Companies agree. 2.2 Old Fund NLFT III shall direct cause the custodian of the Old Funds’ assets (“Old Custodian”) (a) to make each of the Old Funds’ portfolio securities available to NLFT II (or to its custodian (“New Custodian”), if NLFT II so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the corresponding New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which the Old Funds’ assets are deposited, in the case of the Old Funds’ portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. NLFT III shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”i) stating that (a) pursuant to proper instructions provided to the Assets it holds will be transferred to New Fund at Old Custodian by NLFT III, the Effective Time, (b) Old Custodian has delivered all necessary taxes in connection with the delivery of each of the AssetsOld Funds’ portfolio securities, including all applicable federal cash, and state stock transfer stamps, if any, have been paid or provision other Assets to the New Custodian for payment has been madeeach of the corresponding New Funds’ account, and (cii) the attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to New FundNLFT II that such information, as reflected on the New Fund’s Funds’ books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 With respect to the Old Fund Funds, NLFT III shall deliver, or shall direct its transfer agent to deliver deliver, to NLFT II at the Closing a Certificate stating that its records contain Closing, an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number and class of full and fractional outstanding Old Fund Shares each such Shareholder owns owns, at the Effective Time, certified by class. 2.4 Trust NLFT III’s Secretary or Assistant Secretary or by its transfer agent, as applicable. NLFT II shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate Closing, an authorized officer’s certificate as to the opening of accounts on the New Fund’s Funds’ shareholder records in the names of the listed Shareholders and a confirmation, or other evidence satisfactory to Old Fund, NLFT III that the New Fund Shares to be credited to the Old Fund Funds at the Effective Time have been credited to the applicable Old Fund’s account on those records. 2.4 NLFT III shall deliver to NLFT II and to Milliman within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on each Old Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Funds. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, opinions, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwiseThe Reorganization, all together with related acts necessary to consummate the Reorganization same (“Closing”) ), shall occur at the Investment Companies’ offices on or about May 15, 2009, or at such other place and/or on such other date as to which they 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 i.e., 3:00 p.m., Eastern TimeCentral time) on , 2012 the date thereof (“Effective Time”). The Closing shall be held at Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 Old Fund Each First Step Series (a) shall direct its fund accounting agent to 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 transferred by such First Step Series to New Company, on behalf of the corresponding New Fund, as reflected on such New Fund’s books immediately after the Closing, does or will conform to that information on the books of such First Step Series immediately before the Closing and (b) shall direct the custodian of its assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to New Fund at Company, on that New Fund’s behalf, as of the Effective Time, (b) all necessary taxes in 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 Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s books immediately before the Closing. 2.3 Old Fund Each First Step Series shall direct its transfer agent to deliver at the Closing a Certificate certificate of an authorized officer stating that its records such First Step Series’ share transfer books contain the number of full and fractional outstanding Class Y Old Fund Shares each Shareholder owns at owns, by class, as of the Effective Time, by class. 2.4 Trust New Company shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate certificate as to the opening of accounts in the Shareholders’ names on each New Fund’s shareholder records in the names of the Shareholders records. New Company shall issue and deliver to each First Step Series a confirmation, or other evidence satisfactory to Old Fundsuch First Step Series, that the New Fund Shares to be credited to Old Fund at such First Step Series as of the Effective Time have been credited to Old Fund’s account that First Step Series’ accounts on those records. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share stock certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at as of the Effective Time Time, except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on May 11, 2012 2018 (“Effective Time”). The Closing shall be held at Trust’s offices 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxx 00000, or at such other another place as to which the Investment Companies agree. 2.2 Old Fund Quaker Investment Trust shall direct the custodian of its Existing Fund’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to the custodian of New Fund Fund’s assets at the Effective Time, Time and (b) all necessary taxes in 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, . Quaker Investment Trust shall direct its fund accounting and (c) pricing agent to deliver at the Closing a schedule detailing the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, to be transferred by Old Existing Fund to New Fund, Fund accompanied by a Certificate as reflected on New Fund’s books immediately after to the Closing, does or will conform to accuracy of that information on Old Fund’s books immediately before the Closinginformation. 2.3 Old Fund Quaker Investment Trust shall direct its transfer agent to deliver at the Closing to the Trust a Certificate stating verifying that its Existing Fund’s shareholder records contain (a) each Shareholder’s name, address, and taxpayer identification number, (b) the number of full and fractional outstanding Old Existing Fund Shares Shares, by class, that each such Shareholder owns at the Effective Time, by class. 2.4 (c) the dividend reinvestment elections, if any, applicable to each Shareholder, and (d) the backup withholding and nonresident alien withholding certifications, notices, or records on file with Existing Fund with respect to each Shareholder, all at the Effective Time. The Trust shall direct its transfer agent to deliver deliver, at or as soon as reasonably practicable after the Closing Closing, (e) to the Trust, a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the Shareholders and (f) to Quaker Investment Trust, a confirmation, or other evidence satisfactory to Old FundQuaker Investment Trust, that the New Fund Shares to be credited to Old Existing Fund at the Effective Time have been credited to Old Existing Fund’s account on those records. 2.4 Quaker Investment Trust shall direct its custodian to deliver to the Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is carried on Existing Fund’s books, at an estimated fair market value provided by an authorized pricing vendor for Existing Fund. 2.5 At the Closing, each Investment Company shall deliver to the other deliver, on behalf of its Fund, as applicable, (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise2.1. The Reorganization, all together with related acts necessary to consummate the Reorganization same (“"Closing”) "), shall occur at the Trusts' principal office on March ___, 1999, or on such other date and/or at such other place 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 Trusts' close of business (4:00 p.m., Eastern Time) on , 2012 (“Effective Time”). The Closing shall be held at Trust’s offices the date thereof or at such other place as to time upon which the Investment Companies agreeparties may agree ("Effective Time"). 2.2 2.2. Old Fund Trust shall direct deliver to New Trust at the Closing a schedule of 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. Old Fund's custodian of its assets to shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds held by the custodian will be transferred to New Fund at the Effective Time, Time and (b) all necessary taxes in connection 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, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s books immediately before the Closing. 2.3 Old Fund 2.3. The Transfer Agent shall direct its transfer agent to deliver at the Closing a Certificate stating that its records contain the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate certificate as to the opening of accounts on New Fund’s shareholder records 's share transfer books of accounts in the names of the Shareholders Shareholders' names. New Trust shall issue and deliver a confirmation, or other evidence satisfactory confirmation to Old Fund, that the Trust evidencing New Fund Shares to be credited to Old Fund at the Effective Time or provide evidence satisfactory to Old Trust that such shares have been credited to Old Fund’s 's account on those records. 2.5 such books. At the Closing, each Investment Company party shall deliver to the other (a) such bills of sale, checks, assignments, share stock certificates, receipts, and/or or other documents as the other Investment Company party or its counsel may reasonably requests and (b) request. 2.4. Each Trust shall deliver to the other at the Closing a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, recipient and dated 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 Time, with the same force and effect as if made on and as of the Effective Time, except as they may be affected by the transactions contemplated herebyby this Agreement.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on August 4, 2012 2017 (“Effective Time”). The Closing shall be held at Trust’s the offices of [ ], [address], or at such other another place as to which the Investment Companies agree. 2.2 Old Fund Forum Funds shall direct the custodian of its Existing Fund’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to the custodian of New Fund Fund’s assets at the Effective Time, Time and (b) all necessary taxes in 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, . Forum Funds shall direct its fund accounting and (c) pricing agent to deliver at the Closing a schedule detailing the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, to be transferred by Old Existing Fund to New Fund, Fund accompanied by a Certificate as reflected on New Fund’s books immediately after to the Closing, does or will conform to accuracy of that information on Old Fund’s books immediately before the Closinginformation. 2.3 Old Fund Forum Funds shall direct its transfer agent to deliver at the Closing to the Trust a Certificate stating verifying that its Existing Fund’s shareholder records contain (a) each Shareholder’s name, address, and taxpayer identification number, (b) the number of full and fractional outstanding Old Existing Fund Shares Shares, by class, that each such Shareholder owns at the Effective Time, by class. 2.4 (c) the dividend reinvestment elections, if any, applicable to each Shareholder, and (d) the backup withholding and nonresident alien withholding certifications, notices, or records on file with Existing Fund with respect to each Shareholder, all at the Effective Time. The Trust shall direct its transfer agent to deliver deliver, at or as soon as reasonably practicable after the Closing Closing, (e) to the Trust, a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the Shareholders and (f) to Forum Funds, a confirmation, or other evidence satisfactory to Old FundForum Funds, that the New Fund Shares to be credited to Old Existing Fund at the Effective Time have been credited to Old Existing Fund’s account on those records. 2.4 Forum Funds shall direct its custodian to deliver to the Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is carried on Existing Fund’s books, at an estimated fair market value provided by an authorized pricing vendor for Existing Fund. 2.5 At the Closing, each Investment Company shall deliver to the other deliver, on behalf of its Fund, as applicable, (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwiseThe Reorganization, all together with related acts necessary to consummate the Reorganization same (“Closing”) ), shall occur at the Investment Companies’ offices on October 1, 2008, or at such other place and/or on such other date as to which the Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (i.e., 4:00 p.m., Eastern Timetime) on , 2012 the date thereof (“Effective Time”). The Closing shall be held at Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 Old Each Predecessor Fund shall direct the custodian of for its assets (“Custodian”) to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred have been delivered in proper form to each corresponding New Fund within two business days before or at the Effective Time, Time and (b) all necessary taxes in 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. Each of a Predecessor Fund’s portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by the Predecessor Fund as of the Effective Time for each corresponding New Fund’s account duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Effective Time by book entry, in accordance with the customary practices of the Custodian and any securities depository (cas defined in Rule 17f-4 under the 0000 Xxx) in which any Assets are deposited, the Assets that are deposited with such depositories. The cash to be transferred by each Predecessor Fund shall be delivered by wire transfer of federal funds at the Effective Time. 2.3 Each of the Investors Funds Trust and Accolade Funds Trust shall deliver to the Trust at the Closing a certificate of an authorized officer setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old each Predecessor Fund’s books immediately before the Closing. 2.3 Old Fund shall direct its transfer agent to deliver at the Closing a Certificate stating that its records contain the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the Shareholders and a confirmation, or other evidence satisfactory to Old Fund, that the New Fund Shares to be credited to Old Fund at the Effective Time have been credited to Old Fund’s account on those records. 2.5 At the Closing, each Each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents at the other Investment Company Closing a certificate executed in its name by its President or its counsel reasonably requests and (b) a Certificate Vice President in form and substance reasonably satisfactory to the recipient, recipient and dated the Effective Timedate of the Closing, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated herebyby this Agreement.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after October 16, 2012 2016 (“Effective Time”). The Closing shall be held at the New Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 The Old Fund Trust shall direct and cause the custodian of the Old Fund’s assets (“Old Custodian”) (a) to make the Old Fund’s portfolio securities available to the New Trust (or to its custodian (“New Custodian”), if the New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1000 Xxx) in which the Old Fund’s assets are deposited, in the case of the Old Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. The Old Trust shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Old Fund’s portfolio securities, cash, and other Assets it holds will be transferred to the New Fund at the Effective Time, Custodian for New Fund’s account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to the New FundTrust that such information, as reflected on New Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 The Old Fund Trust shall direct its transfer agent to deliver deliver, to the New Trust at the Closing a Certificate stating that its records contain an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Fund Shares each Shareholder owns owns, at the Effective Time, certified by class. 2.4 its transfer agent. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate an authorized officer’s certificate as to the opening of accounts on New Fund’s shareholder records in the names of the listed Shareholders and a confirmation, or other evidence satisfactory to the Old FundTrust, that the New Fund Shares to be credited to the Old Fund at the Effective Time have been credited to the Old Fund’s account on those records. 2.4 The Old Trust shall deliver to the New Trust and the Manager before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Old Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Fund or at a fair value as determined pursuant to the Old Trust’s policies and procedures as approved by the Old Trust’s Board and implemented by the Manager. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after [July 24], 2012 2015 (“Effective Time”). The Closing shall be held at the New Trust’s offices or at such other place as to which the Investment Companies agree. 2.2 The Old Fund Trust shall direct cause the custodian of the Existing Fund’s assets (“Old Custodian”) (a) to make the Existing Fund’s portfolio securities available to the New Trust (or to its custodian (“New Custodian”), if the New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which the Existing Fund’s assets are deposited, in the case of the Existing Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. The Old Trust shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”a) stating that (a) pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Existing Fund’s portfolio securities, cash, and other Assets it holds will be transferred to the New Fund at the Effective Time, Custodian for New Fund’s account and (b) all necessary taxes in 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 attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to the New FundTrust that such information, as reflected on New Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 The Old Fund Trust shall deliver, or shall direct its transfer agent to deliver deliver, to the New Trust at the Closing a Certificate stating that its records contain an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Existing Fund Shares Shares, by class, each such Shareholder owns owns, at the Effective Time, certified by class. 2.4 the Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate an authorized officer’s certificate as to the opening of accounts on New Fund’s shareholder records in the names of the listed Shareholders and a confirmation, or other evidence satisfactory to the Old FundTrust, that the New Fund Shares to be credited to Old the Existing Fund at the Effective Time have been credited to Old the Existing Fund’s account on those records. 2.4 The Old Trust shall deliver to the New Trust and the Manager within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Existing Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

Closing and Effective Time. 2.1 3.1 Unless the Investment Companies agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on June __, 2012 2019 (the “Closing Date”), or such other date as the Investment Companies, through their duly authorized officers, may mutually agree in writing (“Effective Time”). The Closing shall be held at Trust’s the offices of SCM Trust at 0000 Xxxxxxxx Xxxxxx, Suite 300, Denver CO 80202 or at such other place as to which the Investment Companies agree. 2.2 Old Fund 3.2 IMST II shall direct cause the custodian of the Assets (“Old Custodian”) (a) to make the Acquired Fund’s portfolio securities available to SCM Trust (or to its assets custodian (“New Custodian”), if SCM Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for the Acquiring Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 0000 Xxx) in which the Assets are deposited, in the case of the Acquired Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. IMST II shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer officer’s certificate (“Certificate”i) stating that (a) pursuant to proper instructions provided to the Assets it holds will be transferred to New Fund at Old Custodian by IMST II, the Effective Time, (b) Old Custodian has delivered all necessary taxes in connection with the delivery of the AssetsAcquired Fund’s portfolio securities, including all applicable federal cash, and state stock transfer stamps, if any, have been paid or provision other Assets to the New Custodian for payment has been madethe Acquiring Fund’s account, and (cii) the attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund . The New Custodian shall certify to New FundSCM Trust that such information, as reflected on New the Acquiring Fund’s books immediately after the ClosingEffective Time, does or will conform to that information on as so certified by the Old Fund’s books immediately before the ClosingCustodian. 2.3 Old Fund 3.3 With respect to the Acquired Fund, IMST II shall deliver, or shall direct its transfer agent to deliver deliver, to SCM Trust at the Closing a Certificate stating that its records contain Closing, an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number and class of full and fractional outstanding Old Acquired Fund Shares each such Shareholder owns owns, at the Effective Time, certified by class. 2.4 IMST II’s Secretary or Assistant Secretary or by its transfer agent, as applicable. SCM Trust shall direct its transfer agent to deliver to IMST II at or as soon as reasonably practicable after the Closing a Certificate Closing, an authorized officer’s certificate as to the opening of accounts on New the Acquiring Fund’s shareholder records in the names of the listed Shareholders and a confirmation, or other evidence satisfactory to Old Fund, IMST II that the New Acquiring Fund Shares to be credited to Old the Acquired Fund at the Effective Time have been credited to Old the Acquired Fund’s account on those records. 2.5 3.4 IMST II shall deliver to SCM Trust and to Xxxxxxx Capital Management within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on Acquired Fund’s books at an estimated fair market value provided by an authorized pricing vendor for the Acquired Fund. 3.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, share certificates, opinions, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.