Common use of Covenants of the Acquired Fund and the Acquiring Fund Clause in Contracts

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx. 5.4 The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Acquired Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Trust Declaration, and Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Ropes & Gxxx LLP (“Ropes & Gxxx”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Ropes & Gxxx). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for registration of the registration Merger Shares, under the 1933 Act of the Acquiring Shares Act, to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly if at in accordance with the laws of the Commonwealth of Massachusetts, the Trust Declaration and Trust By-Laws, the 1940 Act and any time prior other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date the assets Date, not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that, by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP (“K&L Gates”), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years, and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Ropes & Gxxx LLP (“Ropes & Gxxx”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Ropes & Gxxx). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. 5.4 The information to be furnished by the Acquired Axxxxxxx Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Acquired Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The JHCS Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the JHF Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise JHCS Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the JHCS Trust Declaration and JHCS Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the JHF Trust, the Acquiring Fund, the JHCS Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP (“K&L Gates”), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates ). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the JHF Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring TrustCompany, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 5.1. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributionsdistributions and any trading activities in anticipation of the transactions contemplated hereby. 5.2 5.2. The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 5.3. In connection with the meeting of the Acquired Fund shareholders' meeting Shareholders referred to in paragraph 5.2, the Acquired Fund will prepare a Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "“Registration Statement"”) which the Acquiring Trust Company will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders Shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. 5.4 The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 5.4. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the Acquiring Fund becomes aware that the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 5.5. Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 5.6. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "N‑14 Registration Statement") , which Acquiring Fund Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 (e) The Acquiring Fund will advise Trust, having filed a post-effective amendment to its Registration Statement on Form N-1A (the Acquired Fund promptly if at any time prior to “Trust’s N-1A Registration Statement”) with the Closing Date the assets of the Acquired Fund include any securities which Commission registering the Acquiring Fund is not permitted to acquire. 5.6 Subject to and its shares under the provisions of this Agreement1933 Act and 1940 Act, the Acquired Fund shall file any supplements and the Acquiring Fund will each take, or cause to amendments as may be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 required. The Acquiring Fund will shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act Act, and to register the Acquiring Fund’s shares with such of the state securities or "Blue Sky" laws agencies as it may deem appropriate appropriate, in order to continue its commence operations after on the Closing Date. (f) The Acquired Fund Trust shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law, (B) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any, and (C) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (g) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquired Fund Trust, Acquiring Fund Trust, and the Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (i) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that with respect to the Acquired Fund, such ordinary course of business will include regular and customary periodic dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of operations. 5.2 (b) The Company, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 (e) The Trust, having filed a post-effective amendment to its Registration Statement on Form N-1A (the “Trust’s N-1A Registration Statement”) with the Commission registering the Acquiring Fund and its shares under the 1933 Act and 1940 Act, shall file any supplements and amendments as may be required. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act Act, and to register the Acquiring Fund’s shares with such of the state securities or "Blue Sky" laws agencies as it may deem appropriate appropriate, in order to continue its commence operations after on the Closing Date. (f) The Company shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the State of Maryland, the Articles and the Company By-laws, the 1940 Act and any other applicable law; (B) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (C) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (g) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Company, the Trust, and the Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the Acquired Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates LLP). (i) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of nine (9) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Company, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 (e) The Trust, having filed a post-effective amendment to its Registration Statement on Form N-1A (the “Trust’s N-1A Registration Statement”) with the Commission registering the Acquiring Fund and its shares under the 1933 Act and 1940 Act, shall file any supplements and amendments as may be required. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act and the 1940 Act, and to register the Acquiring Fund’s shares with such state securities agencies as it may deem appropriate, in order to commence operations on the Closing Date. (f) The Company shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the State of Maryland, the Articles and Company By-laws, the 1940 Act and such any other applicable law; (B) not make any distributions of any Merger Shares other than to the state securities respective Acquired Fund shareholders and without first paying or "Blue Sky" laws as it may deem appropriate in order to continue adequately providing for the payment of all of its operations respective liabilities not assumed by the Acquiring Fund, if any; and (C) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (g) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Company, the Trust, and the Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the Acquired Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates LLP). (i) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of nine (9) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. 5.4 The information to be furnished by the Acquired Fund Acxxxxxx Xund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Company, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 (e) The Trust, having filed a post-effective amendment to its Registration Statement on Form N-1A (the “Trust’s N-1A Registration Statement”) with the Commission registering the Acquiring Fund and its shares under the 1933 Act and 1940 Act, shall file any supplements and amendments as may be required. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act Act, and to register the Acquiring Fund’s shares with such of the state securities or "Blue Sky" laws agencies as it may deem appropriate appropriate, in order to continue its commence operations after on the Closing Date. (f) The Company shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the State of Maryland, the Articles and Company By-laws, the 1940 Act and any other applicable law, (B) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any, and (C) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (g) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Company, the Trust, and the Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the Acquired Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (i) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of nine (9) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Acquired Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP (“K&L Gates”), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Declaration and By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, the Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Declaration and By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates LLP). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The JHIT Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the JHF Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise JHIT Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the JHIT Trust Declaration and JHIT Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the JHF Trust, the Acquiring Fund, the JHIT Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP (“K&L Gates ”), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates ). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the JHF Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. 5.4 The information to be furnished by the Acquired Fund for xxx Xxxxxxxx Xxxx xxr use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain inform the required shareholder approval of Members to properly effectuate the transactions Reorganization contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired (c) The Acquiring Fund will prepare a Proxy Statement for such meetingthe Prospectus/Information Statement, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund shareholders Fund’s Members pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 . (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the State of Delaware, the Acquired Fund LLC Agreement, the 1940 Act, and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund Members and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP (“K&L Gates”), counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified closed-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Trust Declaration, and Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Ropes & Xxxx LLP (“Ropes & Xxxx”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Ropes & Xxxx). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Company, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "N‑14 Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 (e) The Trust, having filed a post-effective amendment to its Registration Statement on Form N-1A (the “Trust’s N-1A Registration Statement”) with the Commission registering the Acquiring Fund and its shares under the 1933 Act and 1940 Act, shall file any supplements and amendments as may be required. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act Act, and to register the Acquiring Fund’s shares with such of the state securities or "Blue Sky" laws agencies as it may deem appropriate appropriate, in order to continue its commence operations after on the Closing Date. (f) The Company shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the State of Maryland, the Articles and Company By-laws, the 1940 Act and any other applicable law, (B) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any, and (C) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (g) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Company, the Trust, and the Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the Acquired Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (i) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 5.1. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being . It is understood that such ordinary course of business will include regular the declaration and payment of customary periodic dividends and distributionsdistributions and any other dividends and distributions deemed advisable, in each case payable either in cash or in additional shares. 5.2 5.2. As soon as practicable after the effective date of the Registration Statement, the Acquired Fund shall hold a shareholder meeting to consider and approve this Agreement and such other matters as the Board of Trustees of the LB Trust may determine. Such approval by the shareholders of the Acquired Fund shall, to the extent necessary to permit the consummation of the transactions contemplated herein without violating any investment objective, policy or restriction of the Acquired Fund, be deemed to constitute approval by the shareholders of a temporary amendment of any investment objective, policy or restriction that would otherwise be inconsistent with or violate upon the consummation of such transactions solely for the purpose of consummating such transactions. 5.3. The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement. 5.4. The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx. 5.4 The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by assist the Acquiring Fund for use in obtaining such information as the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise reasonably requests concerning the Acquired Fund promptly if at any time prior to the Closing Date the assets beneficial ownership of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquireFund's shares. 5.6 5.5. Subject to the provisions of this Agreement, the Acquired Acquiring Fund and the Acquiring Acquired Fund each will each take, or cause to be taken, all actionactions, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsthe transactions contemplated by this Agreement. 5.7 5.6. The Acquired Fund shall furnish to the Acquiring Fund on the Closing Date the Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date, which statement shall be prepared in accordance with generally accepted accounting principles consistently applied and shall be certified by the Acquired Fund's Treasurer or Assistant Treasurer. As promptly as practicable but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish to the Acquiring Fund, in such form as is reasonably satisfactory to the AAL Trust, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes and of any capital loss carryovers and other items that will use be carried over to the Acquiring Fund as a result of Section 381 of the Code, and which statement will be certified by the President of the Acquired Fund. 5.7. The AAL Trust shall promptly prepare and file the Registration Statement with the SEC, and the AAL Trust and the LB Trust shall each make any other required or appropriate filings with respect to the actions contemplated hereby. 5.8. The Acquired Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus (the "Prospectus") which will include the Proxy Statement, referred to in Section 4.1(m), all reasonable efforts to obtain be included in the approvals and authorizations required by Registration Statement, in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act") and the 1940 Act and such in connection with the meeting of the state securities Acquired Fund's shareholders to consider approval of this Agreement and the transactions contemplated herein. 5.9. Neither the Acquired Fund nor the Acquiring Fund shall take any action that would prevent the Reorganization from qualifying as a "reorganization" under Section 368(a) of the Code. 5.10. The Acquired Fund will pay or "Blue Sky" laws as cause to be paid to the Acquiring Fund any interest or proceeds it may deem appropriate in order to continue its operations receives on or after the Closing Date with respect to its assets. 5.11. The Acquiring Fund agrees, as soon as practicable after the Valuation Date, to open shareholder accounts on its share ledger records for the shareholders of the Acquired Fund in connection with the distribution of shares by the Acquired Fund to such shareholders in accordance with Section 1.5. 5.12. Each party hereto covenants and agrees to provide the other party hereto and its agents and counsel with any and all documentation, information, assistance and cooperation that may become necessary from time to time with respect to the transactions contemplated by this Agreement.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Ropes & Xxxx LLP (“Ropes & Xxxx”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Ropes & Xxxx). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, the Acquired Fund Trust By-laws, the 1940 Act, and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP (“K&L Gates”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that with respect to the Acquired Fund, such ordinary course of business will include regular and customary periodic dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of operations. 5.2 (b) The JHF II Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the JHI Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 (e) The JHI Trust, shall file a post-effective amendment to its Registration Statement on Form N-1A (the “JHI Trust’s N-1A Registration Statement”) with the Commission registering the Acquiring Fund and its shares under the 1933 Act and 1940 Act, and shall file any supplements and amendments as may be required. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act Act, and to register the Acquiring Fund’s shares with such of the state securities or "Blue Sky" laws agencies as it may deem appropriate appropriate, in order to continue its commence operations after on the Closing Date. (f) The JHF II Trust shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the JHF II Declaration and the JHF II Trust By-laws, the 1940 Act and any other applicable law; (B) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (C) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (g) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the JHF II Trust, the JHI Trust, and the Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates LLP). (i) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of nine (9) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Acquired Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (i) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 5.1. The Acquiring Fund and the Acquired Fund each will operate its business their respective businesses in the ordinary course between the date hereof and the Closing Date, it being . It is understood that such ordinary course of business will include regular the declaration and payment of customary periodic dividends and distributions. 5.2 5.2. The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date Acquired Fund Shareholders to consider and act upon this Agreement and to take all other reasonable action actions necessary to obtain the required shareholder approval of the transactions contemplated herebyherein. 5.3 In connection 5.3. The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the terms of this Agreement. 5.4. The Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx. 5.4 The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by assist the Acquiring Fund for use in obtaining such information as the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise reasonably requests concerning the Acquired Fund promptly if at any time prior to the Closing Date the assets beneficial ownership of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquireShares. 5.6 5.5. Subject to the provisions of this Agreement, the Acquired Acquiring Fund and the Acquiring Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsthe transactions contemplated by this Agreement. 5.7 5.6. The Acquired Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus (the "Prospectus") which will use include the Proxy Statement referred to in paragraph 4.1(o), all reasonable efforts to obtain be included in the approvals and authorizations required by N-14 Registration Statement, in compliance with the 1933 Act, the 1934 Act and the 1940 Act and such in connection with the meeting of the state securities Acquired Fund Shareholders to consider approval of this Agreement and the transactions contemplated herein. 5.7. The Acquiring Fund agrees to indemnify and advance expenses to each person who at the time of the execution of this Agreement serves as a Director or Officer ("Blue SkyIndemnified Person") of the Acquired Fund, against money damages actually and reasonably incurred by such Indemnified Person in connection with any claim that is asserted against such Indemnified Person arising out of such person's service as a Director or officer of the Acquired Fund with respect to matters specifically relating to the Reorganization, provided that such indemnification and advancement of expenses shall be permitted to the fullest extent that is available under applicable law. This paragraph 5.7 shall not protect any such Indemnified Person against any liability to the Acquired Fund, the Acquiring Fund or their respective shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or from reckless disregard of the duties involved in the conduct of his office. An Indemnified Person seeking indemnification shall be entitled to advances from the Acquiring Fund for payment of the reasonable expenses incurred by him in connection with the matter as to which he is seeking indemnification in the manner and to the fullest extent permissible under applicable law. Such Indemnified Person shall provide to the Acquiring Fund a written affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Acquiring Fund under this paragraph has been met and a written undertaking to repay any advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Indemnified Person shall provide security in form and amount acceptable to the Acquiring Fund for its undertaking; (b) the Acquiring Fund is insured against losses arising by reason of the advance; or (c) either a majority of a quorum of disinterested non-party Directors of the Acquiring Fund (collectively, the "Disinterested Directors"), or independent legal counsel experienced in mutual fund matters, selected by the Indemnified Person, in a written opinion, shall have determined, based on a review of facts readily a vailable to the Acquiring Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Person will ultimately be found to be entitled to indemnification. 5.8. The Acquiring Fund agrees to take no action that would adversely affect the qualification of the Reorganization as a reorganization under Section 368(a) of the Code. In this regard, the Acquiring Fund covenants that, following the Reorganization, it (a) will (i) continue the historic business of the Acquired Fund or (ii) use a significant portion of the Acquired Fund's historic business assets, and (b) will not sell or otherwise dispose of any of the assets of the Acquired Fund, except for dispositions in the ordinary course of business or transfers to a corporation (or other entity classified for federal income tax purposes as an association taxable as a corporation) that is "controlled" laws as it may deem appropriate in order by the Acquiring Fund within the meaning of Section 368(c) of the Code. 5.9. CSAM agrees that the Credit Suisse Institutional Fund, Inc., on behalf of the Acquiring Fund, will succeed to continue all rights that the Acquired Fund has, or would have but for the Reorganization, against CSAM or its operations after affiliates by reason of any act or failure to act by CSAM or any of its affiliates prior to the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The (b) JHF III, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which JHF II, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 The Acquiring Fund will advise (e) JHF III shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the JHF III Declaration and JHF III By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, JHF II, the Acquiring Fund, JHF III and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a non-diversified series of JHF II, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund's shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, . the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, the Acquired Fund Trust By-laws, the 1940 Act, and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP ("K&L Gates"), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's execution of representations reasonably requested by and addressed to K&L Gates). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund's taxable period first ending after the Closing Date and for all prior taxable periods. (I) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, the Acquired Fund Trust By-laws, the 1940 Act, and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP (“K&L Gates”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 5.1. The Acquiring Fund and the Acquired Fund each will operate its business their respective businesses in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to the Acquired Fund, such ordinary course of business will include regular purchases and sales of portfolio securities and other instruments, sales and redemptions of Acquired Fund shares, and the declaration and payment of customary periodic dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of operations. 5.2 5.2. The Acquired Fund will call a meeting of its shareholders covenants that (i) the Acquiring Fund Shares to be held prior issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement; (ii) to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval best of the transactions contemplated hereby. 5.3 In knowledge of the Acquired Fund, there is no plan or intention by Acquired Fund's Shareholders to sell, exchange or otherwise dispose of a number of Acquired Fund Shares (or Acquiring Fund Shares received in the Reorganization), in connection with the Reorganization, that would reduce the Acquired Fund shareholdersShareholders' meeting referred ownership of Acquired Fund Shares (or equivalent Acquiring Fund Shares) to in paragraph 5.2, a number of shares that is less than 50 percent of the number of Acquired Fund Shares as of the record date of the Reorganization; and (iii) the Acquired Fund will prepare a Proxy Statement for such meetingnot take any position on any federal, to be included in a Registration Statement on Form N-14 (state or local income or franchise tax return, or take any other tax reporting position, that is inconsistent with the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act treatment of the Acquiring Shares to be distributed to Reorganization as a "reorganization" within the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements meaning of Section 368(a) of the 1933 Act, the 1934 Act, and the 0000 XxxCode. 5.4 The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 . Subject to the provisions of this Agreement, the Acquired Aberdeen Trust on behalf of the Acquiring Fund and the Acquiring Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsthe transactions contemplated by this Agreement. 5.7 5.4. The Acquiring Fund will use all agrees to indemnify and advance expenses to each person who at the time of the execution of this Agreement serves as a Trustee or Officer ("Indemnified Person") of the Aberdeen Trust, against money damages actually and reasonably incurred by such Indemnified Person in connection with any claim that is asserted against such Indemnified Person arising out of such person's service as a Trustee or officer of the Aberdeen Trust, as such service involves the Acquired Fund, with respect to matters specifically relating to the Reorganization, provided that such indemnification and advancement of expenses shall be permitted to the fullest extent that is available under applicable law. This paragraph 5.4 shall not protect any such Indemnified Person against any liability to the Acquired Fund, the Acquiring Fund or their shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or from reckless disregard of the duties involved in the conduct of his or her office. An Indemnified Person seeking indemnification shall be entitled to advances from the Acquiring Fund for payment of the reasonable efforts expenses incurred by him or her in connection with the matter as to obtain which he or she is seeking indemnification in the approvals manner and authorizations required to the fullest extent permissible under applicable law. Such Indemnified Person shall provide to the Acquiring Fund a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification by the 1933 ActAcquiring Fund under this paragraph has been met and a written undertaking to repay any advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Indemnified Person shall provide security in form and amount acceptable to the Acquiring Fund for its undertaking; (b) the Acquiring Fund is insured against losses arising by reason of the advance; or (c) either a majority of a quorum of disinterested non-party trustees of the Acquiring Fund, or independent legal counsel experienced in mutual fund matters, selected by the Indemnified Person, in a written opinion, shall have determined, based on a review of facts readily available to the Acquiring Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Person will ultimately be found to be entitled to indemnification. 5.5. The intention of the parties is that the transaction will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Acquiring Fund, the 1940 Act and Acquired Fund nor the Aberdeen Trust shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the state securities transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or "Blue Sky" laws prior to the Closing Date, the Acquiring Fund, the Acquired Fund and the Aberdeen Trust will take such action, or cause such action to be taken, as it may deem appropriate is reasonably necessary to enable Xxxxxxx Xxxx & Xxxxxxxxx LLP to render the tax opinion contemplated here in order paragraph 7.4. 5.6. AAMI agrees that the Acquiring Fund will succeed to continue all rights that the Acquired Fund has, or would have but for the Reorganization, against AAMI or its operations after affiliates by reason of any act or failure to act by AAMI or any of its affiliates prior to the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Acquired Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance withthe laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Acquired Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (iii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iv) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable K&L Gates LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquired Fund and Acquiring Trust, on behalf of the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other agree as follows: 5.1 The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Acquisition Shares to be distributed to the Acquired Fund shareholders Shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx. 5.4 The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Prospectus/Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Declaration of Trust, the By-laws, the 1940 Act, and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP (“K&L Gates”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise Trust shall, on behalf of the Acquired Fund: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of The Commonwealth of Massachusetts, the Declaration of Trust and By-laws, the 1940 Act and any other applicable law, (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any, and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP (“K&L Gates”), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Ropes & Grax XXP (“Ropes & Grax”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Ropes & Grax). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP (“K&L Gates”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise Acquired Trust shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the State of Delaware, the Acquired Trust DOT and Acquired Trust By-laws, the 1940 Act and any other applicable law, (B) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any, and (C) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trusts and the Funds will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP (“K&L Gates”), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Declaration, the By-laws, the 1940 Act, and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date, all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) At or prior to the Closing Date, the Trust, the Acquiring Fund, the Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable K&L Gates LLP (“K&L Gates”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to K&L Gates). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each Fund hereby covenants and agrees with the other as follows: 5.1 5.1. The Acquiring Fund and the Acquired Fund will each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 5.2. The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 5.3. In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2, the Acquired Acquiring Fund will prepare a prospectus/proxy statement (the “Prospectus/Proxy Statement Statement”) for such meeting, to be included in a Registration Statement on Form N-14 (the "“Registration Statement") ”), which the Acquiring Trust Fund will prepare and file for the registration under the 1933 Act of the Acquiring Acquisition Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx. 5.4 5.4. The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Prospectus/Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 5.5. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the such Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 5.6. Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 5.7. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "“Blue Sky" ” laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The JHIT Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the JHF Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise JHIT Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of The Commonwealth of Massachusetts, the JHIT Trust Declaration and JHIT Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any; and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the JHF Trust, the Acquiring Fund, the JHIT Trust and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP (“K&L Gates ”), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates ). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the JHF Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Acquired Fund Trust, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Acquiring Trust Fund Trust, on behalf of the Acquiring Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which that the Acquiring Fund is not permitted to acquire. 5.6 (f) Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 (g) The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. (h) The Acquired Fund Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts, the Acquired Fund Trust Declaration, and Acquired Fund Trust By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if any; and (iii) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (i) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date (taking into account extensions) shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (j) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Acquiring Fund Trust, the Acquiring Fund, the Acquired Fund Trust, and the Acquired Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Ropes & Xxxx LLP (“Ropes & Xxxx”), special counsel to the Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Ropes & Xxxx). (k) In connection with the covenant in subsection (j) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return, or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Acquired Fund for such Acquired Fund’s taxable period first ending after the Closing Date and for all prior taxable periods. (l) After the Closing Date, the Acquiring Fund on behalf of the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by the Acquired Fund to the extent such expenses have been accrued by the Acquired Fund on or prior to the Closing Date; any excess expenses shall be borne by the investment advisor or an affiliate thereof. (m) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Acquiring Fund Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund's shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise Trust shall, on behalf of the Acquired Fund: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of The Commonwealth of Massachusetts, the Declaration of Trust and By-laws, the 1940 Act and any other applicable law, (ii) not make any distributions of any Merger Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any, and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Kirkpatrick & Lockhart Xxxxxxx Xxxes Xxxxx XXX ("X&X Gxxxx"), and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions xxecial counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsK&L Gates). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund's taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, Fund each hereby covenants and agrees with the other as follows: 5.1 The 5.1. Each of the Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 5.2. The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 5.3. In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "“Registration Statement"”) which the Acquiring Trust Fund will prepare and file for the registration under the 1933 Act of the Acquiring Acquisition Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx. 5.4 5.4. The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Prospectus/Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 5.5. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 5.6. Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's ’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 5.7. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "“Blue Sky" ” laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 (b) The Trust, on behalf of the Acquired Fund will Fund, will, prior to the Closing Date, call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Reorganization Shares to be distributed to the Acquired Fund Fund's shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable theretohereto. 5.5 (e) The Acquiring Fund will advise Trust shall: (i) following the consummation of the Reorganization, terminate the Acquired Fund promptly in accordance with the laws of the Commonwealth of Massachusetts, the Declaration and By-laws, the 1940 Act and any other applicable law; (ii) not make any distributions of any Reorganization Shares other than to the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its respective liabilities not assumed by the Acquiring Fund, if at any time prior to any: and (iii) on and after the Closing Date the assets not conduct any business on behalf of the Acquired Fund include any securities which except in connection with the Acquiring Fund is not permitted to acquiretermination of the Acquired Fund. 5.6 Subject to the provisions (f) Each of this Agreement, the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (g) Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, the Trust, the Acquiring Fund, and the Acquired Fund will each taketake such action, or cause such action to be taken, all actionas is reasonably necessary to enable Dechert LLP, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions special counsel to the other Acquired Fund and the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party's obligations ’s execution of representations reasonably requested by and addressed to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsDechert LLP). 5.7 (h) In connection with the covenant in subsection (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will use retain for a period of ten (10) years following the Closing Date all reasonable efforts returns, schedules and work papers and all material records or other documents relating to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such tax matters of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations Acquired Fund for such Acquired Fund's taxable period first ending after the Closing Date and for all prior taxable periods. (i) After the Closing Date, the Acquired Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Acquired Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by the Acquired Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Acquired Fund to the extent such expenses have been accrued by such Acquired Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a diversified series of the Trust, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 The Acquiring (a) Each of the Acquired Fund and the Acquired Acquiring Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that with respect to the Acquired Fund, such ordinary course of business will include regular and customary periodic dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of operations. 5.2 (b) The Company, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which the Trust, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3 In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. 5.4 The information to be furnished by the Acquired Fund for xxx Xxxxxxxx Xxxx xor use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of Acquired Fund and the Acquiring Fund, Fund hereby covenant and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees agree with the other as follows: 5.1 (a) The Acquiring Fund and the Acquired Fund each will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2 The (b) Scotia, on behalf of the Acquired Fund Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. 5.3 (c) In connection with the Acquired Fund shareholders' ’ meeting referred to in paragraph 5.2sub-section (b) above, the Acquired Acquiring Fund will prepare a the Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form the N-14 (the "Registration Statement") , which RBB, on behalf of the Acquiring Trust Fund, will prepare and file for the registration under the 1933 Act of the Acquiring Merger Shares to be distributed to the Acquired Fund Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and any applicable state securities laws. 5.4 (d) The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by the Acquiring Fund for use in the Proxy Statement, each as referred to in paragraph 5.3, N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 (e) RBB, having filed a post-effective amendment to its Registration Statement on Form N-1A (“RBB’s N-1A Registration Statement”) with the Commission registering the Acquiring Fund and its shares under the 1933 Act and 1940 Act, shall file any supplements and amendments as may be required. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6 Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7 The Acquiring Fund will shall use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act and the 1940 Act, and to register the Acquiring Fund’s shares with such state securities commissions as it may deem appropriate, in order to commence operations on the Closing Date. (f) Scotia shall, on behalf of the Acquired Fund: (A) following the consummation of the Reorganization, terminate the Acquired Fund in accordance with the laws of the State of Delaware, the Scotia Declaration of Trust and the Scotia By-laws, the 1940 Act and such any other applicable law, (B) following the consummation of the state securities Reorganization, file any final regulatory reports with respect to the Acquired Fund prior to the date of any applicable statutory or "Blue Sky" laws as it may deem appropriate in order regulatory deadlines, (C) not make any distributions of any Merger Shares other than to continue the respective Acquired Fund shareholders and without first paying or adequately providing for the payment of all of its operations respective liabilities not assumed by the Acquiring Fund, if any, and (D) on and after the Closing Date not conduct any business on behalf of the Acquired Fund except in connection with the termination of the Acquired Fund. (g) The Acquired Fund agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code or is inconsistent with the treatment of the Reorganization as a reorganization within the meaning of such Code section. At or prior to the Closing Date, Scoita, RBB, and the Funds will take such action, or cause such action to be taken, as is reasonably necessary to enable Drinker Xxxxxx & Xxxxx LLP, counsel to the Acquiring Fund, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Drinker Xxxxxx & Xxxxx LLP). (i) In connection with the covenant in sub-section (g) above, each of the Acquired Fund and Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. (j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business as a non-diversified series of RBB, an open-end management investment company registered under the 1940 Act.

Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows: 5.1 5.1. The Acquiring Fund and the Acquired Fund each will operate its business their respective businesses in the ordinary course between the date hereof and the Closing Date, it being . It is understood that such ordinary course of business will include regular the declaration and payment of customary periodic dividends and distributions. 5.2 5.2. The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date Acquired Fund Shareholders to consider and act upon this Agreement and to take all other reasonable action actions necessary to obtain the required shareholder approval of the transactions contemplated herebyherein. 5.3 In connection 5.3. The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the terms of this Agreement. 5.4. The Acquired Fund will prepare a Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the "Registration Statement") which the Acquiring Trust will prepare and file for the registration under the 1933 Act of the Acquiring Shares to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 0000 Xxx. 5.4 The information to be furnished by the Acquired Fund for use in the Registration Statement and the information to be furnished by assist the Acquiring Fund for use in obtaining such information as the Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5 The Acquiring Fund will advise reasonably requests concerning the Acquired Fund promptly if at any time prior to the Closing Date the assets beneficial ownership of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquireShares. 5.6 5.5. Subject to the provisions of this Agreement, the Acquired Acquiring Fund and the Acquiring Acquired Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsthe transactions contemplated by this Agreement. 5.7 5.6. The Acquired Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus (the "Prospectus") which will use include the Proxy Statement referred to in paragraph 4.1(o), all reasonable efforts to obtain be included in the approvals and authorizations required by N-14 Registration Statement, in compliance with the 1933 Act, the 1934 Act and the 1940 Act and such in connection with the meeting of the state securities Acquired Fund Shareholders to consider approval of this Agreement and the transactions contemplated herein. 5.7. The Acquiring Fund agrees to indemnify and advance expenses to each person who at the time of the execution of this Agreement serves as a Director or Officer ("Blue SkyIndemnified Person") of the Acquired Fund, against money damages actually and reasonably incurred by such Indemnified Person in connection with any claim that is asserted against such Indemnified Person arising out of such person's service as a Director or officer of the Acquired Fund with respect to matters specifically relating to the Reorganization, provided that such indemnification and advancement of expenses shall be permitted to the fullest extent that is available under applicable law. This paragraph 5.7 shall not protect any such Indemnified Person against any liability to the Acquired Fund, the Acquiring Fund or their respective shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or from reckless disregard of the duties involved in the conduct of his office. An Indemnified Person seeking indemnification shall be entitled to advances from the Acquiring Fund for payment of the reasonable expenses incurred by him in connection with the matter as to which he is seeking indemnification in the manner and to the fullest extent permissible under applicable law. Such Indemnified Person shall provide to the Acquiring Fund a written affirmation of his good faith belief that the standard of conduct necessary for indemnification by the Acquiring Fund under this paragraph has been met and a written undertaking to repay any advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Indemnified Person shall provide security in form and amount acceptable to the Acquiring Fund for its undertaking; (b) the Acquiring Fund is insured against losses arising by reason of the advance; or (c) either a majority of a quorum of disinterested non-party Trustees of the Acquiring Fund (collectively, the "Disinterested Trustees"), or independent legal counsel experienced in mutual fund matters, selected by the Indemnified Person, in a written opinion, shall have determined, based on a review of facts readily available to the Acquiring Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Person will ultimately be found to be entitled to indemnification. 5.8. The Acquiring Fund agrees to take no action that would adversely affect the qualification of the Reorganization as a reorganization under Section 368(a) of the Code. In this regard, the Acquiring Fund covenants that, following the Reorganization, it (a) will (i) continue the historic business of the Acquired Fund or (ii) use a significant portion of the Acquired Fund's historic business assets, and (b) will not sell or otherwise dispose of any of the assets of the Acquired Fund, except for dispositions in the ordinary course of business or transfers to a corporation (or other entity classified for federal income tax purposes as an association taxable as a corporation) that is "controlled" laws as it may deem appropriate in order by the Acquiring Fund within the meaning of Section 368(c) of the Code. 5.9. CSAM agrees that the Acquiring Fund will succeed to continue all rights that the Acquired Fund has, or would have but for the Reorganization, against CSAM or its operations after affiliates by reason of any act or failure to act by CSAM or any of its affiliates prior to the Closing Date.