Common use of DESCRIPTION OF THE REORGANIZATION Clause in Contracts

DESCRIPTION OF THE REORGANIZATION. 1.1. Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to the Reorganization: (a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund for distribution to the shareholders of the Target Fund the number of Acquiring Fund shares, all as determined in the manner set forth in Section 2. (b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all property, goodwill, and assets of every description and all interests, rights, privileges and powers of the Target Fund that are shown as an asset on the books and records of the Target Fund as of the Closing Time (collectively, the “Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws). (c) The Acquiring Fund shall assume and pay when due all obligations and liabilities of the Target Fund, existing on or after the Closing Date, whether absolute, accrued, contingent or otherwise (except that certain expenses of the Reorganization contemplated hereby to be paid by the persons as provided in Section 9.2 hereof shall not be assumed or paid by the Acquiring Fund) (collectively, the “Liabilities”), and such Liabilities shall become the obligations and liabilities of the Acquiring Fund. The Target Fund will use its reasonable best efforts to discharge all known Liabilities prior to or at the Valuation Date (as defined in Section 2.1(a)) to the extent permissible and consistent with its own investment objectives and policies. The Assets minus the Liabilities of the Target Fund shall be referred to herein as the Target Fund’s “Net Assets.” (d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“Target Fund Shareholders”) the shares of the Acquiring Fund received by the Target Fund pursuant to Section 1.1(a), on a pro rata basis, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Corporate Governing Documents (as defined in Section 4.1(a)) and applicable law, and the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Corporate Governing Documents and applicable law. Such distribution to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished by the transfer of the Acquiring Fund’s shares then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders. The aggregate net asset value of the Acquiring Fund’s shares to be so credited to the Target Fund Shareholders shall be equal to the aggregate net asset value of the Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date (following the redemption of fractional shares pursuant to Section 5.1(p)). For Target Fund Shareholders that hold Target Fund shares through accounts that are not permitted to hold Acquiring Fund shares, Acquiring Fund shares may be held by a transfer agent of the Acquiring Fund for the benefit of such Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund shares. The Acquiring Fund shall not issue certificates representing the Acquiring Fund’s shares in connection with such exchange. (e) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred. (f) Ownership of the Acquiring Fund’s shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent. (g) Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

DESCRIPTION OF THE REORGANIZATION. 1.1. Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time Date (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity each agree to take the following steps with respect to the Reorganization, the parties to which and class of shares to be issued in connection with which are set forth in Exhibit A: (a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund for distribution to the shareholders of the Target Fund the number of full and fractional Acquiring Fund shares, all as shares determined in the manner set forth in Section 2. (b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all propertyassets, property and goodwill, including, without limitation, all cash, securities, commodities and assets futures interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of every description class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all interests, rights, privileges resulting recoveries) and powers of dividends or interest receivable that are owned by the Target Fund that are and any deferred or prepaid expenses shown as an asset on the books and records of the Target Fund as of on the Closing Time Date, except for cash, bank deposits or cash equivalent securities in an amount necessary to pay the estimated costs of extinguishing any Excluded Liabilities (as defined in Section 1.1(c)) and cash in an amount necessary to pay any distributions pursuant to Section 7.1(g) (collectively, the “Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws). (c) The Acquiring Fund shall assume and pay when due all obligations and of the liabilities of the Target Fund, whether accrued or contingent, known or unknown, existing on or after at the Closing Date, whether absolute, accrued, contingent or otherwise (except that certain expenses Date in connection with the acquisition of the Reorganization contemplated hereby Assets and subsequent liquidation and dissolution of the Target Fund, except for the Target Fund’s Excluded Liabilities (as defined below), if any, pursuant to be paid by the persons as provided in Section 9.2 hereof shall not be assumed or paid by the Acquiring Fund) this Agreement (collectively, the “Liabilities”), and such Liabilities shall become the obligations and liabilities of the Acquiring Fund. The Target Fund will use its reasonable best efforts to disclose to the Acquiring Adviser and to discharge all known Liabilities prior to or at the Valuation Date (as defined in Section 2.1(a)) to the extent permissible possible and consistent with its own investment objectives and policiespolicies and normal business operations. If prior to the Closing Date the Acquiring Entity identifies a liability that the Acquiring Entity and the Target Entity mutually agree should not be assumed by the Acquiring Fund, such liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Acquiring Entity and the Target Entity at Closing and attached to this Agreement as Schedule 1.1(c) (the “Excluded Liabilities”). Notwithstanding the foregoing, no liability of the Target Fund shall be excluded if in the reasonable judgment of the Target Fund’s tax counsel such exclusion would prevent the Reorganization from qualifying as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. The Assets minus the Liabilities of the Target Fund shall be referred to herein as the Target Fund’s “Net Assets.” (d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“Target Fund Shareholders”) the shares of the Acquiring Fund of the corresponding class received by the Target Fund pursuant to Section 1.1(a), as set forth in Exhibit A, on a pro rata basisbasis within that class, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Corporate Governing Documents (as defined in Section 4.1(a)) charter and applicable law, and the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Corporate Governing Documents and applicable lawdissolve. Such distribution to the Target Fund Shareholders and liquidation will be accomplished, with respect to each class of the Target Fund will be accomplished Fund’s shares, by the transfer of the Acquiring Fund’s Fund shares of the corresponding class then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund ShareholdersShareholders of the class. The aggregate net asset value of the Acquiring Fund’s Fund shares to be so credited to the Target Fund Shareholders shall be equal to the aggregate net asset value of the Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date (following the redemption of fractional shares pursuant to Section 5.1(p)). For Target Fund Shareholders that hold Target Fund shares through accounts that are not permitted to hold Acquiring Fund shares, Acquiring Fund shares may be held by a transfer agent of the Acquiring Fund for the benefit of such Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund sharesDate. The Acquiring Fund shall not issue certificates representing the Acquiring Fund’s shares in connection with such exchange. (e) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred. (f) Ownership of the Acquiring Fund’s Fund shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent. (g) Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

DESCRIPTION OF THE REORGANIZATION. 1.1. Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to the each Reorganization: (a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund for distribution to the shareholders of the Target Fund the number of Acquiring Fund shares, all as determined in the manner set forth in Section 2. (b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all property, goodwill, and assets of every description and all interests, rights, privileges and powers of the Target Fund that are shown as an asset on the books and records of the Target Fund as of the Closing Time (collectively, the “Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund Fund’s Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws). (c) The Acquiring Fund shall assume and pay when due all obligations and liabilities of the Target Fund, existing on or after the Closing Date, whether absolute, accrued, contingent or otherwise (except that certain expenses of the Reorganization contemplated hereby to be paid by the persons as provided in Section 9.2 hereof shall not be assumed or paid by the Acquiring Fund) (collectively, the “Liabilities”), and such Liabilities shall become the obligations and liabilities of the Acquiring Fund. The Target Fund will use its reasonable best efforts to discharge all known Liabilities prior to or at the Valuation Date (as defined in Section 2.1(a)) to the extent permissible and consistent with its own investment objectives and policies. The Assets minus the Liabilities of the Target Fund shall be referred to herein as the Target Fund’s “Net Assets.” (d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“Target Fund Shareholders”) the shares of the Acquiring Fund received by the Target Fund pursuant to Section 1.1(a), on a pro rata basis, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Corporate Governing Documents (as defined in Section 4.1(a)) and applicable law, and the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Corporate Governing Documents and applicable law. Such distribution to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished by the transfer of the Acquiring Fund’s shares then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders. The aggregate net asset value of the th Acquiring Fund’s shares to be so credited to the Target Fund Shareholders shall be equal to the aggregate net asset value of the Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date (following the redemption of any fractional shares pursuant to Section 5.1(p5.1(o)). For Target Fund Shareholders that hold Target Fund shares through accounts that are not permitted to hold a the Acquiring Fund Fund’s shares, the Acquiring Fund shares may be held by a transfer agent of the Acquiring Fund as agent for, and for the account and benefit of of, such Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold the Acquiring Fund sharesshares or, if any Target Fund Shareholder does not deliver information with respect to an account that is permitted to hold the Acquiring Fund shares within one year of the Closing Date, such Acquiring Fund shares will be liquidated and the cash proceeds will be distributed to such Target Fund Shareholder. The Acquiring Fund shall not issue certificates representing the Acquiring Fund’s shares in connection with such exchange. (e) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred. (f) Ownership of the Acquiring Fund’s shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent. (g) Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

DESCRIPTION OF THE REORGANIZATION. 1.1. Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to the Reorganization: (a) The Target Fund ETF shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the Acquiring FundETF, and the Acquiring Fund ETF in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.1(c), and deliver its shares to the Target Fund ETF for distribution to the shareholders of the Target Fund the number of Acquiring Fund sharesETF , all as determined in the manner set forth in Section 2. (b) The assets of the Target Fund ETF to be transferred to the Acquiring Fund ETF shall consist of all property, goodwill, and assets of every description and all interests, rights, privileges and powers of the Target Fund ETF that are shown as an asset on the books and records of the Target Fund ETF as of the Closing Time (collectively, the “Assets”). The Assets of the Target Fund ETF shall be delivered to the Acquiring Fund ETF free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund ETF Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws). (c) The Acquiring Fund ETF shall assume and pay when due all obligations and liabilities of the Target FundETF, existing on or after the Closing DateDate (as defined in Section 3.1), whether absolute, accrued, contingent or otherwise (except that certain expenses of the Reorganization contemplated hereby to be paid by the persons as provided in Section 9.2 hereof shall not be assumed or paid by the Acquiring FundETF) (collectively, the “Liabilities”), and such Liabilities shall become the obligations and liabilities of the Acquiring FundETF. The Target Fund ETF will use its reasonable best efforts to discharge all known Liabilities prior to or at the Valuation Closing Date (as defined in Section 2.1(a)) to the extent permissible and consistent with its own investment objectives and policies. The Assets minus the Liabilities of the Target Fund ETF shall be referred to herein as the Target FundETF’s “Net Assets.” (d) As soon as is reasonably practicable after the Closing, the Target Fund ETF will distribute to its shareholders of record (“Target Fund ETF Shareholders”) the shares of the Acquiring Fund ETF received by the Target Fund ETF pursuant to Section 1.1(a), on a pro rata basis, and without further notice the outstanding shares of the Target Fund ETF will be redeemed and cancelled as permitted by its Corporate Target Governing Documents (as defined in Section 4.1(a)) and applicable law, and the Target Fund ETF will as promptly as practicable completely liquidate and dissolve as permitted by its Corporate Target Governing Documents and applicable law. Such distribution to the Target Fund ETF Shareholders and liquidation of the Target Fund ETF will be accomplished by the transfer of the Acquiring FundETF’s shares then credited to the account of the Target Fund ETF on the books of the Acquiring Fund ETF to open accounts on the share records of the Acquiring Fund ETF in the names of the Target Fund ETF Shareholders. The aggregate net asset value of the Acquiring FundETF’s shares to be so credited to the Target Fund ETF Shareholders shall be equal to the aggregate net asset value of the Target FundETF’s shares owned by the Target Fund ETF Shareholders on the Valuation Closing Date (following the redemption of fractional shares pursuant to Section 5.1(p)). For Target Fund ETF Shareholders that hold Target Fund ETF shares through accounts that are not permitted to hold Acquiring Fund ETF shares, Acquiring Fund ETF shares may be held by a transfer agent of the Acquiring Fund ETF for the benefit of such Target Fund ETF Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund ETF shares. The Acquiring Fund ETF shall not issue certificates representing the Acquiring FundETF’s shares in connection with such exchange. (e) Any transfer taxes payable upon issuance of the Acquiring FundETF’s shares in a name other than the registered holder of the Target FundETF’s shares on the books and records of the Target Fund ETF as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring FundETF’s shares are to be issued and transferred. (f) Ownership of the Acquiring FundETF’s shares will be shown on its books, as such are maintained by the Acquiring FundETF’s transfer agent. (g) Immediately after the Closing Time, the share transfer books relating to the Target Fund ETF shall be closed and no transfer of shares shall thereafter be made on such books.

DESCRIPTION OF THE REORGANIZATION. 1.1. Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to the Reorganization: (a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund for distribution to the shareholders of the Target Fund the number of Acquiring Fund shares, all as determined in the manner set forth in Section 2. (b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all property, goodwill, and assets of every description and all interests, rights, privileges and powers of the Target Fund that are shown as an asset on the books and records of the Target Fund as of the Closing Time (collectively, the “Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws). (c) The Acquiring Fund shall assume and pay when due all obligations and liabilities of the Target Fund, existing on or after the Closing Date, whether absolute, accrued, contingent or otherwise (except that certain expenses of the Reorganization contemplated hereby to be paid by the persons as provided in Section 9.2 hereof shall not be assumed or paid by the Acquiring Fund) (collectively, the “Liabilities”), and such Liabilities shall become the obligations and liabilities of the Acquiring Fund. The Target Fund will use its reasonable best efforts to discharge all known Liabilities prior to or at the Valuation Date (as defined in Section 2.1(a)) to the extent permissible and consistent with its own investment objectives and policies. The Assets minus the Liabilities of the Target Fund shall be referred to herein as the Target Fund’s “Net Assets.” (d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“Target Fund Shareholders”) the shares of the Acquiring Fund received by the Target Fund pursuant to Section 1.1(a), on a pro rata basis, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Corporate Governing Documents (as defined in Section 4.1(a)) and applicable law, and the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Corporate Governing Documents and applicable law. Such distribution to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished by the transfer of the Acquiring Fund’s shares then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders. The aggregate net asset value of the Acquiring Fund’s shares to be so credited to the Target Fund Shareholders shall be equal to the aggregate net asset value of the Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date (following the redemption of fractional shares pursuant to Section 5.1(p)). For Target Fund Shareholders that hold Target Fund shares through accounts that are not permitted to hold Acquiring Fund shares, Acquiring Fund shares may be held by a transfer agent of the Acquiring Fund for the benefit of such Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund shares. The Acquiring Fund shall not issue certificates representing the Acquiring Fund’s shares in connection with such exchange. (e) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred. (f) Ownership of the Acquiring Fund’s shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent. (g) Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

DESCRIPTION OF THE REORGANIZATION. 1.1. Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time Date (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to the Reorganization: (a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund for distribution to the shareholders of the Target Fund the number of full and fractional Institutional Class shares of the Acquiring Fund shares, all as determined in the manner set forth in Section 2. (b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all property, goodwill, and assets of every description and all interests, rights, privileges and powers of the Target Fund that are shown as an asset on the books and records of the Target Fund as of the Closing Time (collectively, the “Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws). (c) The Acquiring Fund shall assume and pay when due all obligations and of the liabilities of the Target Fund, whether accrued or contingent, known or unknown, existing on or after at the Closing Date, whether absolute, accrued, contingent or otherwise (except that certain expenses of the Reorganization contemplated hereby to be paid by the persons as provided in Section 9.2 hereof shall not be assumed or paid by the Acquiring Fund) Date (collectively, the “"Liabilities”"), and such Liabilities shall become the obligations and liabilities of the Acquiring Fund. The Target Fund will use its reasonable best efforts to discharge all known Liabilities prior to or at the Valuation Date (as defined in Section 2.1(a)) to the extent permissible and consistent with its own investment objectives and policies. The Assets minus the Liabilities of the Target Fund shall be referred to herein as the Target Fund’s “Net Assets.”----------- (d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“"Target Fund Shareholders”") the ------------------------ Institutional Class shares of the Acquiring Fund received by the Target Fund pursuant to Section 1.1(a), ) on a pro rata basis, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Corporate Governing Documents (as defined in Section 4.1(a)) and applicable law, and the Target Fund will as promptly as practicable thereafter completely liquidate and dissolve as permitted by its Corporate Governing Documents and applicable lawdissolve. Such distribution and liquidation will be accomplished, with respect to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished Fund's shares, by the transfer of the Acquiring Fund’s Fund shares then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders. The aggregate net asset value At the Closing, any outstanding certificates representing shares of the Acquiring Fund’s shares to be so credited to the Target Fund Shareholders shall will be equal to the aggregate net asset value of the Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date (following the redemption of fractional shares pursuant to Section 5.1(p)). For Target Fund Shareholders that hold Target Fund shares through accounts that are not permitted to hold Acquiring Fund shares, Acquiring Fund shares may be held by a transfer agent of the Acquiring Fund for the benefit of such Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund sharescancelled. The Acquiring Fund shall not issue certificates representing the Acquiring Fund’s shares in connection with such exchange, irrespective of whether Target Fund shareholders hold their Target Fund shares in certificated form. (e) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred. (f) Ownership of the Acquiring Fund’s Fund shares will be shown on its books, as such are maintained by the Acquiring Fund’s 's transfer agent. (g) Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

DESCRIPTION OF THE REORGANIZATION. 1.1. 1.1 Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time Date (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity Fund and the Acquiring Entity Fund agree to take the following steps with respect to the Reorganization: (a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.1(c), and deliver to the Target Fund for distribution to the shareholders of the Target Fund the number of full and fractional Acquiring Fund shares, all as Class IB Shares determined in the manner set forth in Section 2. (b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all assets and property, goodwillincluding, without limitation, all cash, securities, commodities and futures interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and assets of every description any and all interests, rights, privileges resulting recoveries) and powers of dividends or interest receivable that are owned by the Target Fund that are and any deferred or prepaid expenses shown as an asset on the books and records of the Target Fund as of on the Closing Time Date, except for cash, bank deposits or cash equivalent securities in an amount necessary to pay the estimated costs of extinguishing any Excluded Liabilities (as defined in Section 1.1(c)) and cash in an amount necessary to pay any distributions pursuant to Section 7.1(f) (collectively, the “"Assets”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws"). (c) The Acquiring Fund shall assume and pay when due all obligations and of the liabilities of the Target Fund, whether accrued or contingent, known or unknown, existing on or after at the Closing Date, whether absoluteexcept for the Target Fund's Excluded Liabilities (as defined below), accruedif any, contingent or otherwise pursuant to this Agreement (except collectively, with respect to the Target Fund, "Liabilities"). If prior to the Closing Date the Acquiring Fund identifies a liability that certain expenses of the Reorganization contemplated hereby to be paid by Acquiring Fund and the persons as provided in Section 9.2 hereof shall Target Fund mutually agree should not be assumed or paid by the Acquiring Fund, such liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Acquiring Fund and the Target Fund at Closing and attached to this Agreement as Schedule 1.1(c) (collectively, the “"Excluded Liabilities”"), and such Liabilities shall become the obligations and liabilities of the Acquiring Fund. The Target Fund will use its reasonable best efforts to discharge all known Liabilities prior to or at the Valuation Date (as defined in Section 2.1(a)) to the extent permissible and consistent with its own investment objectives and policies. The Assets minus the Liabilities of the Target Fund shall be referred to herein as the Target Fund’s “'s "Net Assets.”" (d) As soon as is reasonably practicable after the ClosingClosing (as defined in Section 3.1), the Target Fund will distribute on a pro rata basis to its shareholders of record (“"Target Fund Shareholders”") the shares Class IB Shares of the Acquiring Fund received by the Target Fund pursuant to Section 1.1(a), on a pro rata basis, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled as permitted by its Corporate Governing Documents (as defined in Section 4.1(a)) and applicable law, and thereafter the Target Fund will as promptly as practicable completely liquidate and dissolve as permitted by its Corporate Governing Documents and applicable lawdissolve. Such distribution and liquidation will be accomplished, with respect to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished Fund's shares, by the transfer of the Acquiring Fund’s shares Fund Class IB Shares then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts of Class IB Shares on the share records of the Acquiring Fund in the names of the Target Fund ShareholdersShareholders on a pro rata basis. The aggregate net asset value of the Acquiring Fund’s shares Fund Class IB Shares to be so credited to the corresponding Target Fund Shareholders shall be equal to the aggregate net asset value of the corresponding Target Fund’s 's shares owned by the Target Fund Shareholders on the Valuation Date (following the redemption of fractional Date. All issued and outstanding shares pursuant to Section 5.1(p)). For Target Fund Shareholders that hold Target Fund shares through accounts that are not permitted to hold Acquiring Fund shares, Acquiring Fund shares may be held by a transfer agent of the Acquiring Fund for Target Fund, including any outstanding share certificates, will simultaneously be canceled on the benefit books of such the Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund sharesFund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund’s Class IB shares in connection with such exchangetransactions. (e) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred. (f) Ownership of the Acquiring Fund’s shares Fund Class IB Shares will be shown on its books, as such are maintained by the Acquiring Fund’s 's transfer agent. (g) Immediately after the Closing Time, the share transfer books relating to the Target Fund shall be closed and no transfer of shares shall thereafter be made on such books.

DESCRIPTION OF THE REORGANIZATION. 1.1. Provided that all conditions precedent to the Reorganization set forth herein have been satisfied or, to the extent legally permissible, waived as of the Closing Time Effective Date (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, the Target Entity and the Acquiring Entity agree to take the following steps with respect to the Reorganization: (a) The Each Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.1(b), to the corresponding Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the LiabilitiesLiabilities of the Target Fund, as defined and set forth in Section 1.1(c), and deliver to the Target Fund for distribution to the shareholders of the Target Fund the number of full and fractional shares of the Acquiring Fund shares, all as determined in the manner set forth in Section 2. (b) The assets of the Target Fund to be transferred to the corresponding Acquiring Fund shall consist of all assets, property, goodwilland goodwill including, without limitation, all cash, securities, commodities and futures interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and assets of every description any and all interests, rights, privileges resulting recoveries) and powers of dividends or interest receivable that are owned by the Target Fund that are and any deferred or prepaid expenses shown as an asset on the books and records of the Target Fund as of on the Closing Time Effective Date (collectively, the “AssetsASSETS”). The Assets of the Target Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund Assets), and there shall be no restrictions on the full transfer thereof (except for those imposed by the federal or state securities laws). (c) The Each Target Fund will endeavor to discharge all of its liabilities and obligations prior to the Effective Date, other than those liabilities and obligations which would otherwise be discharged at a later date in the ordinary course of business. Each Acquiring Fund shall assume and pay when due all obligations and of the liabilities of the corresponding Target Fund, whether accrued or contingent, known or unknown, existing on or after at the Closing Date, whether absolute, accrued, contingent or otherwise (except that certain expenses of the Reorganization contemplated hereby to be paid by the persons as provided in Section 9.2 hereof shall not be assumed or paid by the Acquiring Fund) Effective Date (collectively, the “LiabilitiesLIABILITIES”), and such Liabilities shall become the obligations and liabilities of the Acquiring Fund. The Target Fund will use its reasonable best efforts to discharge all known Liabilities prior to or at the Valuation Date (as defined in Section 2.1(a)) to the extent permissible and consistent with its own investment objectives and policies. The Assets minus the Liabilities of the Target Fund shall be referred to herein as the Target Fund’s “Net Assets.” (d) As soon as is reasonably practicable after the Closing, the each Target Fund will distribute to its shareholders of record (“Target Fund ShareholdersTARGET FUND SHAREHOLDERS”) the shares of the corresponding Acquiring Fund received by the Target Fund pursuant to Section 1.1(a), ) on a pro rata basis, and without further notice the outstanding shares of the Target Fund will be redeemed and cancelled basis as permitted by its Corporate Governing Documents (as defined set forth in Section 4.1(a)) and applicable law2, and the Target Fund will as promptly as practicable thereafter completely liquidate and dissolve as permitted by its Corporate Governing Documents and applicable lawdissolve. Such distribution and liquidation will be accomplished, with respect to the Target Fund Shareholders and liquidation of the Target Fund will be accomplished Fund’s shares, by the transfer of the corresponding Acquiring Fund’s Fund shares then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders. The aggregate net asset value At the Closing, any outstanding certificates representing shares of the Acquiring Fund’s shares to be so credited to the Target Fund Shareholders shall will be equal to the aggregate net asset value of the Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date (following the redemption of fractional shares pursuant to Section 5.1(p)). For Target Fund Shareholders that hold Target Fund shares through accounts that are not permitted to hold Acquiring Fund shares, Acquiring Fund shares may be held by a transfer agent of the Acquiring Fund for the benefit of such Target Fund Shareholders pending delivery of information with respect to accounts that are permitted to hold Acquiring Fund sharescancelled. The Acquiring Fund shall not issue certificates representing the Acquiring Fund’s shares in connection with such exchange, irrespective of whether Target Fund Shareholders hold their Target Fund shares in certificated form. (e) Any transfer taxes payable upon issuance of the Acquiring Fund’s shares in a name other than the registered holder of the Target Fund’s shares on the books and records of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom the Acquiring Fund’s shares are to be issued and transferred. (f) Ownership of the Acquiring Fund’s Fund shares will be shown on its the Acquiring Funds’ books, as such are maintained by the Acquiring Fund’s Funds’ transfer agent. (gf) Immediately after All books and records of the Closing TimeTarget Funds maintained by either of the Target Funds or by Oxxxxxx, including all books and records required to be maintained under the share transfer books relating Investment Company Act of 1940 (the “1940 Act”) and the rules and regulations promulgated thereunder, shall be given to the Acquiring Funds on the Effective Date (as defined below) by the Target Fund Funds or by Oxxxxxx as the case may be, and Oxxxxxx shall cause copies of all such books and records maintained by the Target Funds’ administrator, custodian, distributor, or fund accountant to be closed and no transfer of shares shall thereafter be made on such booksturned over to the Acquiring Funds or their agents as soon as practicable following the Effective Date.