Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 7.1. All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that the Acquiring Fund reasonably believes might result in such litigation. 7.2. The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund. 7.3. The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by its President or a Vice President, in a form reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request. 7.4. The Acquiring Fund shall have received on the Closing Date an opinion of Drinker Bixxxx & Rexxx XLP, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that: (a) The Acquired Fund is a duly incorporated, validly existing Pennsylvania corporation. (b) The Acquired Fund has the corporate power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund's registration statement under the 1940 Act. (c) The Agreement has been duly authorized, executed and delivered by the Acquired Fund and constitutes a valid and legally binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and laws of general applicability relating to or affecting creditors' rights and subject to general equity principles in any proceeding, whether at law or in equity, provided, however, that no opinion need be given as to the enforceability of any provision of the Agreement relating to indemnification. (d) The execution and delivery of the Agreement did not and the consummation of the transactions contemplated herein will not, violate the Acquired Fund's Articles of Incorporation, as amended, or By-laws; or other organizational documents. (e) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Pennsylvania for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The execution and delivery of the Agreement did not, and the compliance by the Acquired Fund with all the provisions of the Agreement will not, violate any material contract known to such counsel. (g) No consent, approval, authorization, order, registration or qualification of or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, is required for the Acquired Fund to enter into the Agreement or to comply with all of the provisions of the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its trustees and its officers. Such counsel may rely on certificates of officers or directors of the Acquired Fund and, as to matters governed by the laws of the Commonwealth of Massachusetts may rely on an opinion of Massachusetts counsel. Such opinion also shall include such other matters incident to the transaction contemplated hereby, as the Acquiring Fund may reasonably request. 7.5. The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the each Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 7.16.1. All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that the Acquiring Fund reasonably believes might result in such litigation. 7.2. The Each Acquired Fund shall have delivered to the Acquiring Fund a statement of certificate executed on its behalf by the Acquired Fund's assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund. 7.3. The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by its President or a any Vice PresidentPresident and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the such Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 6.2. Each Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities, with values determined as provided in Section 2 of this Agreement, together with a list of Investments with their respective tax costs (bases) (including any adjustments thereto), all as of the Valuation Date, certified by the Acquired Fund's President (or any Vice President) and Treasurer, and a certificate of both such officers, dated the Closing Date, to the effect that as of the Valuation Date and as of the Closing Date there has been no material adverse change in the financial position of the Acquired Fund since June 30, 2010. Each Acquired Fund also shall have furnished to the Acquiring Fund any such other evidence as to such other matters the tax cost (bases) (including any adjustments thereto) of each of the Acquired Fund's Investments as the Acquiring Fund shall may reasonably request. 7.46.3. The assets of each Acquired Fund to be acquired by the Acquiring Fund a copy of the tax books and records of the Acquired Fund necessary for purposes of preparing any tax returns required by law to be filed after the Closing Date, as well as will include no assets which the Acquiring Fund, by reason of limitations contained in the Acquiring Trust Declaration of Trust or of investment restrictions disclosed in the Registration Statement in effect on the Closing Date, may not properly acquire. 6.4. All proceedings taken by an Acquired Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund. 6.5. Prior to the Closing Date, each Acquired Fund has declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to such Acquired Fund's shareholders all of the Acquired Fund's investment company taxable income as defined in Section 852 of the Code (computed without regard to any deduction for dividends paid), net tax-exempt income (if any), and net capital gain realized (after reduction by any capital loss carryover) (if any), in each case for its short taxable year beginning July 1, 2010 and ending on the Closing Date. 6.6. Each Acquired Fund's custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date. 6.7. Each Acquired Fund's transfer agent shall have provided to the Acquiring Fund's transfer agent (i) the originals or true copies of all of the records of the Acquired Fund in the possession of the Acquired Fund's transfer agent as of the Closing Date, (ii) a record specifying the number of Acquired Fund Shares outstanding as of the Valuation Date and (iii) a record specifying the name and address of each holder of record of any Acquired Fund Shares and the number of Acquired Fund Shares held of record by each such shareholder as of the Valuation Date. The Acquired Fund's transfer agent shall also have provided the Acquiring Fund with a certificate confirming that the acts specified in the preceding sentence have been taken and that the information so supplied is complete and accurate to the best knowledge of the transfer agent. 6.8. All of the issued and outstanding shares of each Acquired Fund shall have been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any applicable exemptions therefrom) and, to the extent that any audit of the records of an Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, either (i) such Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund or its counsel are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws or (ii) such Acquired Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquiring Fund in amounts sufficient and upon terms satisfactory, in the opinion of the Acquiring Fund or its counsel to indemnify the Acquiring Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Acquired Fund to have offered and sold such shares in conformity with such laws. 6.9. The Acquiring Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to each of the Acquired Funds for the transactions contemplated hereby, on behalf of each Acquired Fund, dated the Closing Date an Date, with such assumptions and limitations as shall be in the opinion of Drinker Bixxxx & Rexxx XLPsuch firm appropriate to render the opinions expressed therein, and in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect thatfollowing effect: (a) The Acquired Fund is a duly incorporated, validly existing Pennsylvania corporation. (b) The Acquired Fund has the corporate power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund's registration statement under the 1940 Act. (c) The This Agreement has been duly authorized, executed and delivered by each Acquired Fund, and assuming the Acquired due authorization, execution and delivery of this Agreement by the Acquiring Fund and constitutes is a valid and legally binding obligation of the each Acquired Fund, enforceable against each Acquired Fund enforceable in accordance with its terms, subject to except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and reorganization or other similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally and subject to general equity principles in any proceeding, whether at law or in equity, provided, however, that no opinion need be given as to the enforceability of any provision of the Agreement relating to indemnificationother equitable principles. (db) Each Acquired Fund has the power as a statutory trust to sell, assign, transfer and deliver the assets to be transferred by it hereunder. (c) The execution and delivery of the this Agreement by each Acquired Fund did not not, and the consummation performance by each Acquired Fund of the transactions contemplated herein its obligations hereunder will not, violate the such Acquired Fund's Articles Declaration of Incorporation, as amendedTrust or Bylaws, or By-laws; any provision of any material agreement known to such counsel to which such Acquired Fund is a party or other organizational documentsby which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any material agreement, judgment or decree to which such Acquired Fund is a party or by which it is bound. (ed) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Pennsylvania for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The execution and delivery of the Agreement did not, and the compliance by the Acquired Fund with all the provisions of the Agreement will not, violate any material contract known to such counsel. (g) No no consent, approval, authorization, order, registration authorization or qualification order of any court or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, authority is required for the consummation by an Acquired Fund to enter into the Agreement or to comply with all of the provisions of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky lawsobtained. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its trustees and its officers. (e) Such counsel may rely on certificates does not know of officers any legal or directors of the governmental proceedings relating to an Acquired Fund and, as to matters governed by the laws of the Commonwealth of Massachusetts may rely on an opinion of Massachusetts counsel. Such opinion also shall include such other matters incident to the transaction contemplated hereby, as the Acquiring Fund may reasonably request. 7.5. The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund existing on or before the Closing Date required to be described in the Registration Statement which are not described as required. (f) Each Acquired Fund is registered with the Securities and Exchange Commission as an investment company under the 0000 Xxx. 6.10. With respect to Highland Floating Rate Fund, the Fund will, following the date of shareholder approval of the Agreement, take all reasonable actions necessary to reduce the amount of borrowing by the Fund under its revolving credit facility (the "Credit Agreement") to $0 and terminate the Credit Agreement. Each such action is to be completed before the Closing Date. 87.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Trust and the Acquired Fund of all of the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 7.1. All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that the Acquiring Fund reasonably believes might result in such litigation. 7.26.1. The Acquired Fund shall have delivered to the Acquiring Fund a statement of certificate executed on its behalf by the Acquired FundTrust's assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund. 7.3. The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by its President or a any Vice PresidentPresident and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trust and the Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquired Trust and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 6.2. The Acquired Fund shall have furnished to the Acquiring Fund a copy of the tax books and records of the Acquired Fund necessary for purposes of preparing any tax returns required by law to be filed by the Acquiring Fund after the Closing Date, as well as a statement of the Acquired Fund's assets and liabilities, with values determined as provided in Section 2 of this Agreement, together with a list of Investments with their respective tax costs, all as of the Valuation Date, certified on the Acquired Fund's behalf by the Acquired Trust's President (or any Vice President) and Treasurer, and a certificate of both such officers, dated the Closing Date, to the effect that as of the Valuation Date and as of the Closing Date there has been no material adverse change in the financial position of the Acquired Fund since January 31, 2011. 6.3. The assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund, by reason of limitations contained in the Acquiring Trust's Declaration of Trust or of investment restrictions disclosed in the Acquiring Fund Prospectus in effect on the Closing Date, may not properly acquire. 6.4. All proceedings taken by the Acquired Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund. 6.5. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed on its behalf by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Acquired Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such other matters adjusted tax basis as the Acquiring Fund shall may reasonably request. 7.46.6. The Acquired Fund's custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date. 6.7. The Acquired Fund's transfer agent shall have provided to the Acquiring Fund's transfer agent (i) the originals or true copies of all of the records of the Acquired Fund in the possession of the Acquired Fund's transfer agent as of the Closing Date, (ii) a record specifying the number of Acquired Fund Shares outstanding as of the Valuation Date and (iii) a record specifying the name and address of each holder of record of any Acquired Fund Shares and the number of Acquired Fund Shares held of record by each such shareholder as of the Valuation Date. The Acquired Fund's transfer agent shall also have provided the Acquiring Fund with a certificate confirming that the acts specified in the preceding sentence have been taken and that the information so supplied is complete and accurate to the best knowledge of the transfer agent. 6.8. All of the issued and outstanding shares of the Acquired Fund shall have been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any applicable exemptions therefrom) and, to the extent that any audit of the records of the Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, either (i) the Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund or its counsel are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws or (ii) the Acquired Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquiring Fund in amounts sufficient and upon terms satisfactory, in the opinion of the Acquiring Fund or its counsel, to indemnify the Acquiring Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Acquired Fund to have offered and sold such shares in conformity with such laws. 6.9. (a) This Agreement shall have been approved by the shareholders of the Acquired Fund, in the manner required by Acquired Trust's Agreement and Declaration of Trust, By-Laws and applicable law and the Acquiring Fund shall have received reasonable evidence of each such approval, and (b) the conditions for the closing of the reorganization of the Acquired Fund into the Acquiring Fund shall have been satisfied or waived by the applicable party. 6.10. The Acquiring Fund shall have received on a favorable opinion of Xxxxxxxx Xxxx LLP, counsel to the Acquired Fund for the transactions contemplated hereby, dated the Closing Date an Date, with such assumptions and limitations as shall be in the opinion of Drinker Bixxxx & Rexxx XLPsuch firm appropriate to render the opinions expressed therein, and in a form reasonably satisfactory to the Acquiring Fund, and dated as which opinion shall rely on a separate opinion of local counsel to the extent it relates to the laws of the Closing DateState of Delaware or to the laws of The Commonwealth of Massachusetts, to the effect thatfollowing effect: (a) The Acquired Fund Trust is a statutory trust duly incorporatedformed, validly existing Pennsylvania corporation. (b) The Acquired Fund and in good standing in conformity with the laws of the State of Delaware and has the corporate power to own all of its properties and assets and to carry on its business as presently conducted conducted, and the Acquired Fund is a separate series thereof duly constituted in accordance with the description thereof in applicable provisions of the 1940 Act and the Agreement and Declaration of Trust and By-Laws of the Acquired Fund's registration statement under the 1940 ActTrust. (cb) The This Agreement has been duly authorized, executed and delivered by the Acquired Fund Trust, on behalf of the Acquired Fund, and constitutes assuming the due authorization, execution and delivery of this Agreement by the Acquiring Trust, on behalf of the Acquiring Fund, is a valid and legally binding obligation of the Acquired Fund enforceable against the Acquired Trust and the Acquired Fund in accordance with its terms, subject to except as the same may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and reorganization or other similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally and subject to general equity principles in any proceeding, whether at law or in equity, provided, however, that no opinion need be given as to the enforceability of any provision other equitable principles. (c) All issued and outstanding shares of the Agreement relating to indemnificationAcquired Fund are validly issued and outstanding and fully paid and non-assessable. (d) The Acquired Fund has the power as a series of a statutory trust to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund. (e) The execution and delivery of this Agreement by the Agreement Acquired Trust on behalf of the Acquired Fund did not not, and the consummation performance by the Acquired Trust and the Acquired Fund of the transactions contemplated herein their obligations hereunder will not, violate the Acquired FundTrust's Articles Agreement and Declaration of Incorporation, as amended, Trust or By-laws; Laws, or other organizational documentsany provision of any agreement known to such counsel to which the Acquired Trust or the Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the Acquired Trust or the Acquired Fund is a party or by which it is bound. (ef) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Pennsylvania for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The execution and delivery of the Agreement did not, and the compliance by the Acquired Fund with all the provisions of the Agreement will not, violate any material contract known to such counsel. (g) No no consent, approval, authorization, order, registration authorization or qualification order of any court or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, authority is required for the consummation by the Acquired Trust or the Acquired Fund to enter into the Agreement or to comply with all of the provisions of the transactions contemplated by this Agreement, except such as have been obtained obtained. (g) Such counsel does not know of any legal or governmental proceedings relating to the Acquired Trust or the Acquired Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in Section 5.3 or the Closing Date required to be described in the Registration Statement which are not described therein as required. (h) The Acquired Trust is registered with the Commission as an investment company under the 1933 Act0000 Xxx. 6.11. The Acquired Trust, on behalf of the 1934 ActAcquired Fund, shall have terminated the 1940 ActAcquired Fund's obligations to pay or reimburse third parties, the rules including, but not limited to, Acquired Fund service providers, broker-dealers and regulations thereunder other financial institutions, and such consentslenders, approvalsfor advisory services, authorizationstransfer agency services, registrations recordkeeping services, sub-accounting services, other shareholder or qualifications as may be required under state securities or Blue Sky laws. Such opinion may state that it is solely administrative services, and other similar services performed for the benefit of the Acquiring Acquired Fund or its shareholders (but excluding expenses previously waived or reimbursed by the adviser or sub-adviser to the Acquired Fund), its trustees and its officers. Such counsel may rely on certificates of officers or directors loans, and all associated liabilities of the Acquired Fund and, as to matters governed by the laws of the Commonwealth of Massachusetts may rely on an opinion of Massachusetts counsel. Such opinion also shall include such other matters incident to the transaction contemplated hereby, as the Acquiring Fund may reasonably request. 7.5. The Acquired Fund in respect thereof shall have performed all been paid or accrued as of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date. 87.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 7.1. All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that the Acquiring Fund reasonably believes might result in such litigation. 7.28.1. The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund. 7.3. The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by its President or a Vice PresidentPresident and its Treasurer or an Assistant Treasurer, in a form reasonably and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to such other matters as be performed or satisfied under this Agreement at or prior to the Acquiring Fund shall reasonably requestClosing Date. 7.48.2. The Acquiring Fund shall have received on a favorable opinion of counsel to the Acquired Fund dated the Closing Date an opinion of Drinker Bixxxx & Rexxx XLP, and in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect thatfollowing effect: (a) The Acquired Fund Company is a duly incorporated, organized and validly existing Pennsylvania corporation. (b) The Acquired Fund under the laws of its state of organization and has the corporate power to own all of its properties and assets and to carry on its business as presently conducted conducted, the securities are duly authorized, and the Acquired Fund is a separate series thereof duly constituted in accordance with the description thereof in applicable provisions of the 1940 Act and the organizational documents of the Acquired Fund's registration statement under the 1940 Act. Company; (cb) The This Agreement has been duly authorized, executed and delivered by on behalf of the Acquired Fund and, assuming the Registration Statement and constitutes a Prospectus/Proxy Statement referred to in paragraph 6.3, comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and legally binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, subject to except as the same may be limited by bankruptcy, insolvency, fraudulent transferreorganization or other similar laws affecting the enforcement of creditors? rights generally and other equitable principles; (c) The Acquired Fund has the power to sell, reorganizationassign, arrangementtransfer and deliver the assets to be transferred by it hereunder, moratorium and laws and, upon consummation of general applicability relating to or affecting creditors' rights and subject to general equity principles in any proceedingthe transactions contemplated hereby, whether at law or in equity, provided, however, that no opinion need be given as the Acquired Fund will have duly transferred such assets to the enforceability of any provision of Acquiring Fund or, at the Agreement relating to indemnification. Acquiring Fund?s direction, its Designee; and (d) The execution and delivery of the this Agreement did not not, and the consummation performance by the Acquired Fund of the transactions contemplated herein its obligations hereunder will not, violate the Acquired Fund's Articles of Incorporation, as amended, or By-laws; or other Fund?s organizational documents. (e) To 8.3. On or prior to the knowledge of such counselClosing Date, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under shall have declared a dividend or dividends that, together with all previous dividends, shall have the Federal laws effect of distributing, in distributions qualifying for the dividends paid deduction, (i) all of the United States or excess of (a) the laws Acquired Fund's interest income excludable from gross income under Section 103(a) of the Commonwealth Code over (b) the Acquired Fund's deductions disallowed under Sections 265 or 171(a)(2) of Pennsylvania for the exchange Code, (ii) all of the Acquired Fund?s investment company taxable income as defined in Section 852 of the Code and (iii) all of the Acquired Fund's assets net capital gain realized (after reduction for Acquiring Fund Sharesany capital loss carryover); the amounts in (i), pursuant (ii) and (iii) shall in each case be computed without regard to the Agreement have been obtained or made. dividends paid deduction and shall include amounts in respect of both (fx) The execution and delivery of the Agreement did notAcquired Fund's taxable year that will end on the Closing Date, and the compliance by the Acquired Fund with all the provisions of the Agreement will not, violate (y) any material contract known to such counsel. (g) No consent, approval, authorization, order, registration or qualification of or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, is required for the Acquired Fund to enter into the Agreement or to comply with all of the provisions of the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its trustees and its officers. Such counsel may rely on certificates of officers or directors prior taxable year of the Acquired Fund andFund, to the extent such dividend or dividends are eligible to be treated as to matters governed by the laws paid during such prior year under Section 855(a) of the Commonwealth of Massachusetts may rely on an opinion of Massachusetts counselCode. Such opinion also shall include such other matters incident to the transaction contemplated hereby, as the Acquiring Fund may reasonably request. 7.58.4. The Acquired Fund shall have performed all furnished to the Acquiring Fund a certificate signed by an officer of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Acquired Fund, including but not limited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing Date. 89.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations AND THE ACQUIRED FUND If any of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder conditions set forth below have not been satisfied on or before the Closing Date andwith respect to the Trust, in addition thereto, the following further conditions: 7.1. All representations and warranties on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as Fund, or the Trust, on behalf of the date hereof andAcquiring Fund, except as they may be affected by the Trust may, at its option, refuse to consummate the transactions contemplated by this Agreement, as : The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the Closing Date, holders of the outstanding shares of the Acquired Fund in accordance with the same force and effect as if made on and as provisions of the Trust s Declaration and By-Laws, applicable Delaware law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, the Trust may not waive the condition set forth in this paragraph 8.1; On the Closing DateDate no action, suit or other proceeding shall be pending or, to the Trust s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein; All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties \ of the Acquiring Fund or the Acquired Fund; The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and The Trust shall have received the opinion of counsel to the Trust addressed to the Trust substantially to the effect that, based upon certain facts, assumptions, and representations, the transaction contemplated by this Agreement shall constitute a tax-free reorganization for Federal income tax purposes. The delivery of such opinion is conditioned upon receipt by counsel to the Trust of representations it shall request of the Trust. Notwithstanding anything herein to the contrary, the Trust may not consummate such transactions contemplated by the Agreement if this condition is not satisfied. INDEMNIFICATION The Trust, out of the Acquiring Fund s assets and property including any amounts paid to the Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements, agrees to indemnify and hold harmless the Acquired Fund from and against any and all osses, claims, damages, liabilities or expenses including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation to which the Acquired Fund may become subject, insofar as such loss, claim, damage, liability or expense or actions with respect thereto arises out of or is based on any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement, provided that such indemnification by the Acquiring Fund is not in violation of any applicable law. The Trust, out of the Acquired Fund s assets and property including any amounts paid to the Acquired Fund pursuant to any applicable liability insurance policies or indemnification agreements, agrees to indemnify and hold harmless the Acquiring Fund from and against any and all losses, claims, damages, liabilities or expenses including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation to which the Acquiring Fund may become subject, insofar as such loss, claim, damage, liability or expense or actions with respect thereto arises out of or is based on any breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement, provided that such indemnification by the Acquired Fund is not in violation of any applicable law. BROKERAGE FEES AND EXPENSES The Trust, on behalf of the Acquiring Fund and on behalf of the Acquired Fund, represents and warrants that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. The expenses relating to the proposed Reorganization will be borne solely by Munder Capital Management and its affiliates. No such expenses shall be (i) no pending borne by the Acquired Fund or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, except for brokerage fees and expenses incurred in connection with the Reorganization. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, if any, preparation of the Registration Statement, printing and distributing the Proxy Statement, legal fees, accounting fees, securities registration fees, and expenses of holding shareholders meetings. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a regulated investment company within the meaning of Section 851 of the Code. ENTIRE AGREEMENT SURVIVAL OF WARRANTIES The Trust has not made any representation, warranty or covenant, on behalf of either the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that Fund, not set forth herein, and this Agreement constitutes the Acquiring Fund reasonably believes might result in such litigation. 7.2. The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund. 7.3. The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by its President or a Vice President, in a form reasonably satisfactory to entire agreement between the Acquiring Fund and dated as of the Closing Date, Acquired Fund with respect to the effect that the representations Reorganization. The representations, warranties and warranties of the Acquired Fund made covenants contained in this Agreement are true and correct in all material respects as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request. 7.4. The Acquiring Fund shall have received on the Closing Date an opinion of Drinker Bixxxx & Rexxx XLP, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that: (a) The Acquired Fund is a duly incorporated, validly existing Pennsylvania corporation. (b) The Acquired Fund has the corporate power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund's registration statement under the 1940 Act. (c) The Agreement has been duly authorized, executed and delivered by the Acquired Fund and constitutes a valid and legally binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and laws of general applicability relating to or affecting creditors' rights and subject to general equity principles in any proceeding, whether at law document delivered pursuant hereto or in equity, provided, however, that no opinion need be given as to the enforceability of any provision of the Agreement relating to indemnification. (d) The execution and delivery of the Agreement did not and connection herewith shall survive the consummation of the transactions contemplated herein will not, violate the Acquired Fund's Articles of Incorporation, as amended, or By-laws; or other organizational documentshereunder. (e) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required The covenants to be obtained or made by performed after the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Pennsylvania for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The execution and delivery of the Agreement did not, Closing and the compliance by the Acquired Fund with all the provisions obligations of the Agreement will not, violate any material contract known to such counsel. (g) No consent, approval, authorization, order, registration or qualification of or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, is required for the Acquired Fund to enter into the Agreement or to comply with all of the provisions of the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its trustees and its officers. Such counsel may rely on certificates of officers or directors each of the Acquired Fund andand Acquiring Fund in Sections 9.1 and 9.2 shall survive the Closing. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Trust s Board of Trustees, at any time prior to the Closing Date, if circumstances should develop that, in its opinion, make proceeding with the Agreement inadvisable. AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as to matters governed may be deemed necessary or advisable by the laws authorized officers of the Commonwealth Trust; provided, however, that following the meeting of Massachusetts the shareholders of the Acquired Fund called by the Trust pursuant to paragraph 5.2 of this Agreement, no such amendment may rely on an opinion have the effect of Massachusetts counsel. Such opinion also shall include such other matters incident changing the provisions for determining the number of Acquiring Fund Shares to be issued to the transaction contemplated herebyClass A, as the Acquiring Fund may reasonably request. 7.5. The Class B, Class C, Class K and Class Y Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by Shareholders, respectively, under this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Datedetriment of such shareholders without their further approval. 8.HEADINGS; GOVERNING

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 7.1. All representations and warranties by or on behalf of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that the Acquiring Fund reasonably believes might result in such litigation. 7.2. The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired Fund. ; 7.3. The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by its President or a Chairman, Vice President, Secretary, Treasurer or Assistant Treasurer, in a form reasonably and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request. ; and 7.4. The Acquiring Fund shall have received on the Closing Date an a favorable opinion of Drinker Bixxxx Xxxxxxx Xxxx & Rexxx XLPXxxxxxxxx, counsel to the Acquired Fund, in a form reasonably satisfactory to the Secretary of the Acquiring Fund, and dated as of covering the Closing Date, to the effect thatfollowing points: That (a) The the Acquired Fund is a duly incorporated, validly existing Pennsylvania corporation. (b) The Acquired Fund corporation and in good standing under the laws of the State of Maryland and has the corporate statutory power to own all of its properties and assets and to carry on its business as presently conducted in accordance with a registered investment company; (b) the description thereof in the Acquired Fund's registration statement under the 1940 Act. (c) The Agreement has been duly authorized, executed and delivered by the Acquired Fund and, assuming due authorization, execution and constitutes delivery of the Agreement by the other parties hereto, is a valid and legally binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and similar laws of general applicability relating to or affecting creditors' rights and subject to general equity principles in any proceeding, whether at law or in equity, provided, however, that no opinion need be given as to principles; (c) the enforceability of any provision of the Agreement relating to indemnification. (d) The execution and delivery of the Agreement did not and the consummation of the transactions contemplated herein will not, violate the Acquired Fund's Articles of Incorporation, as amended, or By-laws; or other organizational documents. (e) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Pennsylvania for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The execution and delivery of the Agreement did not, and the compliance consummation of the transactions contemplated hereby will not, conflict with the Acquired Fund's Articles of Incorporation or By-Laws or result in a material violation of any provision of any material agreement (known to such counsel) to which the Acquired Fund is a party or by which it or its property is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any material agreement, judgment, or decree to which the Acquired Fund is a party or by which it or its property is bound; (d) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Maryland is required for the consummation by the Acquired Fund with all the provisions of the Agreement will not, violate any material contract known to such counsel. (g) No consent, approval, authorization, order, registration or qualification of or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, is required for the Acquired Fund to enter into the Agreement or to comply with all of the provisions of the Agreementtransactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act, Act and the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. Such ; (e) the Proxy Statement (except as to financial and statistical data contained therein, as to which no opinion may need be given), as of its date, appeared on its face to be appropriately responsive in all material respects to the 1934 Act and the 1940 Act and the rules and regulations thereunder; provided, however, that such counsel shall be entitled to state that it is solely does not assume any responsibility for the benefit accuracy, completeness or fairness of the Proxy Statement; (f) to the knowledge of such counsel, there is no legal, administrative or governmental proceeding, investigation, order, decree or judgment of any court or governmental body, only insofar as they relate to the Acquired Fund or its assets or properties, pending, threatened or otherwise existing on or before the effective date of the N-14 Registration Statement or the Closing Date, which is required to be described in the N-14 Registration Statement or to be filed as an exhibit to the N-14 Registration Statement which is not described or filed as required or which materially and adversely affect the Acquired Fund's business; and (g) the Acquired Fund is registered as an investment company under the 1940 Act, and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect. With respect to all matters of Maryland law, such counsel shall be entitled to state that, with the approval of the Acquiring Fund, its trustees and its officers. Such counsel may rely on certificates of officers or directors of they have relied upon the Acquired Fund and, as to matters governed by the laws of the Commonwealth of Massachusetts may rely on an opinion of Massachusetts counselXxxxxxx, Baetjer and Xxxxxx, LLP and that their opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of Xxxxxxx, Baetjer and Xxxxxx, LLP. Such opinion also shall include such other matters incident to the transaction contemplated hereby, hereby as the Acquiring Fund may reasonably request. In this paragraph 7.4, references to the Proxy Statement include and relate only to the text of such Proxy Statement and not to any exhibits or attachments thereto or to any documents incorporated by reference therein. 7.5. The Acquiring Fund shall have received from PricewaterhouseCoopers LLP a letter addressed to the Acquiring Fund dated as of the effective date of the N-14 Registration Statement in form and substance satisfactory to the Acquiring Fund, to the effect that: (a) they are independent public accountants with respect to the Acquired Fund within the meaning of the 1933 Act and the applicable regulations thereunder; and (b) in their opinion, the financial statements and financial highlights of the Acquired Fund included or incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material aspects with the applicable accounting requirements of the 1933 Act and the rules and regulations thereunder. 7.6. The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement received from PricewaterhouseCoopers LLP a letter addressed to be performed or complied with by the Acquired Fund dated as of the effective date of the N-14 Registration Statement in form and substance satisfactory to the Acquired Fund, to the effect that: (a) they are independent public accountants with respect to the Acquiring Fund within the meaning of the 1933 Act and the applicable regulations thereunder; and (b) in their opinion, the financial statements and financial highlights of the Acquiring Fund included or incorporated by reference in the N-14 Registration Statement and reported on by them comply as to form in all material aspects with the applicable accounting requirements of the 1933 Act and the rules and regulations thereunder. 7.7. The Acquiring Fund and the Acquired Fund shall have received from PricewaterhouseCoopers LLP a letter addressed to both Funds and dated as of the effective date of the N-14 Registration Statement in form and substance satisfactory to each Fund, to the effect that: on the basis of limited procedures agreed upon by the Acquiring Fund and the Acquired Fund and described in such letter (but not an examination in accordance with generally accepted auditing standards), specified information relating to each Fund appearing in the N-14 Registration Statement and the Proxy Statement has been obtained from the accounting records of each Fund or before from schedules prepared by officers of each Fund having responsibility for financial and reporting matters and such information is in agreement with such records, schedules or computations made therefrom. 7.8. The Acquired Fund shall have delivered to the Acquiring Fund, pursuant to paragraph 4.1(f), copies of financial statements of the Acquired Fund as of and for the fiscal year ended October 31, 2002. 7.9. The Acquiring Fund shall have received from PricewaterhouseCoopers LLP a letter addressed to the Acquiring Fund and dated as of the Closing Date stating that, as of a date no more than three (3) business days prior to the Closing Date, PricewaterhouseCoopers LLP performed limited procedures and that on the basis of those procedures it confirmed the matters set forth in paragraph 7.6. 7.10. The Board of Directors of the Acquired Fund, including a majority of the directors who are not "interested persons" of the Acquired Fund (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of the Acquired Fund and that the interests of the shareholders in the Acquired Fund would not be diluted as a result of such transactions, and the Acquired Fund shall have delivered to the Acquiring Fund at the Closing, a certificate, executed by an officer, to the effect that the condition described in this subparagraph has been satisfied. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of MST, on behalf of the Acquiring Fund Fund, to consummate complete the transactions provided for herein shall be subject, at its MST’s election, to the performance by the Acquired Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 7.1. All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that the Acquiring Fund reasonably believes might result in such litigation. 7.2. The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities of the Acquired Fund's assets and liabilities , as of the Closing Date, certified by the Treasurer of the Acquired Fund. 7.3. ; The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its the name of the Acquired Fund by its President or a Vice President, in a form reasonably satisfactory to the Acquiring Fund President and its Treasurer or Assistant Treasurer and dated as of the Closing Date, Date to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request. 7.4. The Acquiring Fund shall have received on the Closing Date an opinion of Drinker Bixxxx & Rexxx XLP, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that: (a) The Acquired Fund is a duly incorporated, validly existing Pennsylvania corporation. (b) The Acquired Fund has the corporate power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund's registration statement under the 1940 Act. (c) The Agreement has been duly authorized, executed and delivered by the Acquired Fund and constitutes a valid and legally binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and laws of general applicability relating to or affecting creditors' rights and subject to general equity principles in any proceeding, whether at law or in equity, provided, however, that no opinion need be given as to the enforceability of any provision of the Agreement relating to indemnification. (d) The execution and delivery of the Agreement did not and the consummation of the transactions contemplated herein will not, violate the Acquired Fund's Articles of Incorporation, as amended, or By-laws; or other organizational documents. (e) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Pennsylvania for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The execution and delivery of the Agreement did not, and the compliance by the Acquired Fund with all the provisions of the Agreement will not, violate any material contract known to such counsel. (g) No consent, approval, authorization, order, registration or qualification of or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, is required for the Acquired Fund to enter into the Agreement or to comply with all of the provisions of the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its trustees and its officers. Such counsel may rely on certificates of officers or directors of the Acquired Fund and, as to matters governed by the laws of the Commonwealth of Massachusetts may rely on an opinion of Massachusetts counsel. Such opinion also shall include such other matters incident to the transaction contemplated hereby, as the Acquiring Fund may reasonably request. 7.5. The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date. 8The number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization shall have been calculated in accordance with paragraph 1.1; and The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 7.1. 6.1 All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquiring Fund, the Acquired Fund or their advisers, directors/trustees or officers, that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquiring Fund that the Acquiring Fund reasonably believes might result in such litigation. 7.2. 6.2 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund's assets assets, together with a list of the Acquired Fund's portfolio securities showing the tax costs of such securities by lot and liabilities the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Fund. 7.3. 6.3 The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by its President or a Vice PresidentPresident and its Treasurer, in a form reasonably and substance satisfactory to the Acquiring Fund and dated as of the Closing DateFund, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request. 7.4. The Acquiring Fund shall have received on the Closing Date an opinion of Drinker Bixxxx & Rexxx XLP, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that: (a) The Acquired Fund is a duly incorporated, validly existing Pennsylvania corporation. (b) The Acquired Fund has the corporate power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund's registration statement under the 1940 Act. (c) The Agreement has been duly authorized, executed and delivered by the Acquired Fund and constitutes a valid and legally binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and laws of general applicability relating to or affecting creditors' rights and subject to general equity principles in any proceeding, whether at law or in equity, provided, however, that no opinion need be given as to the enforceability of any provision of the Agreement relating to indemnification. (d) The execution and delivery of the Agreement did not and the consummation of the transactions contemplated herein will not, violate the Acquired Fund's Articles of Incorporation, as amended, or By-laws; or other organizational documents. (e) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund under the Federal laws of the United States or the laws of the Commonwealth of Pennsylvania for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The execution and delivery of the Agreement did not, and the compliance by the Acquired Fund with all the provisions of the Agreement will not, violate any material contract known to such counsel. (g) No consent, approval, authorization, order, registration or qualification of or with any federal or Pennsylvania governmental agency or body, or any federal or Pennsylvania court, is required for the Acquired Fund to enter into the Agreement or to comply with all of the provisions of the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its trustees and its officers. Such counsel may rely on certificates of officers or directors of the Acquired Fund and, as to matters governed by the laws of the Commonwealth of Massachusetts may rely on an opinion of Massachusetts counsel. Such opinion also shall include such other matters incident to the transaction contemplated hereby, as the Acquiring Fund may reasonably request. 7.5. 6.4 The Acquired Fund shall have performed delivered to the Acquiring Fund a certificate specifying the liabilities which are to be assumed by the Acquiring Fund all of which shall be reflected in the covenants and complied with all net asset value of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date, which liabilities shall be acceptable to the Acquiring Fund in its sole discretion. 87.