Common use of ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES Clause in Contracts

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This Agreement constitutes the entire agreement between the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent of the Trust, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties. 13.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. 10.1 This Agreement constitutes the entire agreement between the partiesFunds. 10.2. 10.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. This Either Fund may at its option terminate this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time or prior to the ClosingClosing Date because of: (a) 11.1 A material breach by the mutual written consent other of the Trustany representation, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements covenant contained herein required to be performed on at or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties ; or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other 11.2 A condition herein expressed to be precedent to the obligations of the terminating either party has not having been met and it reasonably appears appearing that it will not or cannot be met; or 11.3 A mutual written agreement of Acquired Fund and the Company, on behalf of Global Growth Fund. 11.2. (a) Termination In the event of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and any such termination, there shall be no liability for damages on the part of either Fund or any Director or officer of the Company, Acquiring Fund, the Trust Company or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments Amendment This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon only in writing by the parties; provided, however, that following the shareholders? meeting called by Acquired Fund pursuant to paragraph 5.2, no such amendment may have the effect of changing the provisions for determining the number of shares of Global Growth Fund to be distributed to Acquired Fund shareholders under this Agreement to the detriment of such shareholders without their further approval. 13.. Notices Any notice, report, demand or other communication required or permitted by any provision of this Agreement shall be in writing and shall be given by hand delivery, or prepaid certified mail or overnight service addressed to Prudential Investments LLC, Gateway Center Three, 100 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 Attention: Mxxxxxxxxx E. X.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This a) The Acquired Fund and the Acquiring Fund, agree that neither party has not made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the partiesagreement. 10.2. b) The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time at or prior to the ClosingClosing Date by: (a1) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Fund and the Company, on behalf of Acquiring Fund; (b2) by either the CompanyAcquired Fund in the event the Acquiring Fund shall, on behalf of or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to the Closing Date, ; or (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii3) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which or the Acquiring Fund in the event a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party or parties has not been met and it reasonably appears that it will not or cannot be metmet within a reasonable time. 11.2. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations In the event of the parties hereunder and any such termination, there shall be no liability for damages on the part of either the Company, Acquiring Fund, Fund or the Trust or Acquired Fund, or the directors their respective Directors, Trustees or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundofficers, to any the other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing feesparties. 12. Amendments This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon by the authorized officers of the Acquired Fund and the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund's shareholders called by the Acquired Fund pursuant to paragraph 5.2 of this Agreement no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund's Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. Notices a) Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the parties. 13Acquiring Fund at: Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxx or to the Acquired Fund at: Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxx 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the entire only understanding with respect to such subject matter and may not be changed except by a letter of agreement between the partiessigned by each party hereto. 10.2. The representations, warranties and covenants contained in this Agreement or in any other document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination TERMINATION 11.1. This Agreement may be terminated by the mutual agreement of an Acquired Fund and the transactions contemplated hereby may be abandoned at any time Acquiring Fund, prior to the ClosingClosing Date. 11.2. In addition, either an Acquired Fund or the Acquiring Fund may at its option terminate this Agreement at or prior to the Closing Date because: (a) With respect to a termination by the mutual written consent of the Trust, on behalf of Acquired Fund, and of a material breach by the CompanyAcquiring Fund of any representation, on behalf of Acquiring Fund; (b) by either the Companywarranty, on behalf of Acquiring Fund, covenant or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on by the Acquiring Fund at or prior to the Closing Date; or with respect to a termination by the Acquiring Fund, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) a material breach by the Acquired Fund shareholders fail of any representation, warranty, covenant or agreement herein to approve this Agreement be performed by the Acquired Fund at any meeting called for such purpose at which a quorum was present or prior to the Closing Date; (ivb) any other A condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. 11.2. ; or (ac) Termination Any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final and non- appealable; provided that the party seeking to terminate this Agreement pursuant to paragraphs 11.1(a) or (bthis Section 11.2(c) shall terminate all obligations have used its reasonable efforts to have such judgment, injunction, order, ruling, decree or other action lifted, vacated or denied. (d) The Board of Trustees of an Acquired Fund or the Board of Trustees of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundas the case may be, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except determines that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this AgreementAgreement are not in the best interests of an Acquired Fund or the Acquiring Trust or Acquiring Fund, including legalrespectively, accounting and filing fees. 12. Amendments This Agreement may be amended, modified or supplemented in the terminating party provides the other party with prompt notice of such manner as may be mutually agreed upon in writing by the parties. 13determination.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between among the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time at or prior to the ClosingClosing Date by: (a1) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Fund and the Company, on behalf of Acquiring Fund; (b2) by either the CompanyAcquired Fund in the event the Acquiring Fund shall, on behalf of or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to the Closing Date, ; or (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii3) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which or the Acquiring Fund in the event a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party or parties has not been met and it reasonably appears that it will not or cannot be metmet within a reasonable time. 11.2. (a) Termination In the event of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and any such termination, there shall be no liability for damages on the part of either the Company, Acquiring Fund, Fund or the Trust or Acquired Fund, or the directors their respective Directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundofficers, to any the other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing feesparties. 12. Amendments This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon by the authorized officers of the Acquired Fund and the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund's shareholders called by the Acquired Fund pursuant to paragraph 5.2 of this Agreement no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund's Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. Notices 13.1. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the partiesAcquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 13or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This 10.1 The Acquirer, on behalf of the Acquiring Fund, and the Acquiree, on behalf of the Acquired Fund, agree that neither party has made to the other party any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between the parties. 10.2 Except as specified in the next sentence set forth in this paragraph 10.2. The , the representations, warranties warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto to or in connection herewith with this Agreement, shall not survive the consummation of the transactions contemplated herein, except that hereunder. The covenants to be performed after the representations, warranties and covenants Closing Date shall continue in effect beyond the consummation of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9transactions contemplated hereunder. 11. Termination 11.1. ARTICLE XI TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Acquirer and the CompanyAcquiree. In addition, on behalf of Acquiring Fund; (b) by either the CompanyAcquirer or the Acquiree may at its option terminate this Agreement at or before the Closing Date due to: a) a breach by the other of any representation, on behalf of Acquiring Fundwarranty, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to before the Closing Date, (iiif not cured within 30 days; b) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a; or c) Termination a determination by a party's Board of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations Directors, as appropriate, that the consummation of the parties hereunder transactions contemplated herein is not in the best interest of the Acquiree or the Acquirer, respectively, and notice given to the other party hereto. In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquirer, the Acquired Fund, the Acquiree, or the their respective directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundofficers, to any the other party or its directors, trustees directors or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties. 13.ARTICLE XII

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This Agreement constitutes the entire agreement between the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent of the Trust, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- out-of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties. 13.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between among the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time at or prior to the ClosingClosing Date by: (a1) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Fund and the Company, on behalf of Acquiring Fund; (b2) by either the CompanyAcquired Fund in the event the Acquiring Fund shall, on behalf of or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to the Closing Date, ; or (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii3) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which or the Acquiring Fund in the event a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party or parties has not been met and it reasonably appears that it will not or cannot be metmet within a reasonable time. 11.2. (a) Termination In the event of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and any such termination, there shall be no liability iability for damages on the part of either the Company, Acquiring Fund, Fund or the Trust or Acquired Fund, or the directors their respective Directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundofficers, to any the other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing feesparties. 12. Amendments This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon by the authorized officers of the Acquired Fund and the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund's shareholders called by the Acquired Fund pursuant to paragraph 5.2 of this Agreement no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund's Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. Notices 13.1. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the partiesAcquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 13or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This Agreement constitutes the entire agreement between the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent of the Trust, on behalf of Acquired Fund, and the CompanyTrust, on behalf of Acquiring Fund; (b) by either the CompanyTrust, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February September 27, 20142013; or (c) by either the CompanyTrust, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the CompanyTrust, Acquiring Fund, the Trust Fund or Acquired Fund, or the directors trustees or officers of the CompanyTrust, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the CompanyTrust, Acquiring Fund, the Trust Fund or Acquired Fund, or the directors trustees or officers of the CompanyTrust, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-non- breaching party for all reasonable out- out-of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties. 13.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This a) The Trust, on behalf of the Acquired Fund, and the Acquiring Fund, agree that neither party has not made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the partiesagreement. 10.2. b) The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereinhereunder. 11. Termination a) This Agreement may be terminated at any time at or prior to the Closing Date by: (1) mutual agreement of the Trust and the Acquiring Fund; (2) the Trust in the event the Acquiring Fund shall, except that or the representationsAcquiring Fund, warranties and covenants of in the event the Trust, on behalf of the Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at shall, materially breach any time prior to the Closing: (a) by the mutual written consent of the Trustrepresentation, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to the Closing Date, ; or (ii3) the other party materially breaches any of its representations, warranties Trust or covenants contained herein, (iii) the Acquired Acquiring Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which in the event a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party or parties has not been met and it reasonably appears that it will not or cannot be metmet within a reasonable time. 11.2. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations In the event of the parties hereunder and any such termination, there shall be no liability for damages on the part of either the Company, Acquiring Fund, the Trust Fund or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundor their respective Directors, Trustees or officers, to any the other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing feesparties. 12. Amendments This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon by the authorized officers of the Trust and the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund's shareholders called by the Acquired Fund pursuant to paragraph 5.2 of this Agreement no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund's Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. Notices a) Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the parties. 13Acquiring Fund at: Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxx or to the Acquired Fund at: Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxx 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. This OGMF and Acquired Fund Company agree that neither party has made any representation, warranty or covenant, on behalf of either the Acquiring Fund or the Acquired Fund, respectively, not set forth herein and that this Agreement constitutes the entire agreement between the parties. 10.211.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that hereunder. The covenants to be performed after the representations, warranties Closing and covenants the obligations of each of the Trust, on behalf of Acquired Fund, hereunder Fund and Acquiring Fund in Section 9 shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9Closing. 1112. Termination 11.1. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the either the Board of Trustees of OGMF or the Board of Trustees of Acquired Fund Company, at any time prior to the Closing: (a) by Closing Date, if circumstances should develop that, in the mutual written consent opinion of that Board, make proceeding with the Trust, on behalf of Agreement inadvisable with respect to the Acquiring Fund or the Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be metrespectively. 11.213. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of Acquired Fund Company and OGMF. 14. NOTICES Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery (i.e., e-mail) personal service or prepaid or certified mail addressed as follows: If to OGMF, at the partiesaddress of OGMF set forth in the preamble to this Agreement, in each case to the attention of Xxxxx X. Xxxxxxx and with a copy to Ropes & Xxxx LLP, 000 00xx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, attn.: Xxxx X. Xxxxxx; If to Acquired Fund Company, at the address of Acquired Fund Company set forth in the preamble to this Agreement, in each case to the attention of Xxxx X. Xxxxxxx and with a copy to Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, attn.: Xxxx X. Xxxxxxxxxxx, Xx. 13.15. HEADINGS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF LIABILITY; RULE 145 15.1. The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws. 15.3. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. Pursuant to Rule 145 under the 1933 Act, the Acquired Fund will, in connection with the issuance of any Acquiring Fund Shares to any person who at the time of the transaction contemplated hereby is deemed to be an affiliate of a party to the transaction pursuant to Rule 145(c), cause to be affixed upon the certificates issued to such person (if any) a legend as follows: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO ONE GROUP BOND FUND OR ITS PRINCIPAL UNDERWRITER UNLESS (i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO ONE GROUP BOND FUND, SUCH REGISTRATION IS NOT REQUIRED;

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This 10.1 The Acquirer, on behalf of the Acquiring Fund, and the Acquiree, on behalf of the Acquired Fund, agree that neither party has made to the other party any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between the parties. 10.2 Except as specified in the next sentence set forth in this paragraph 10.2. The , the representations, warranties warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto to or in connection herewith with this Agreement, shall not survive the consummation of the transactions contemplated herein, except that hereunder. The covenants to be performed after the representations, warranties and covenants Closing Date shall continue in effect beyond the consummation of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9transactions contemplated hereunder. 11. Termination 11.1. ARTICLE XI TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Acquirer and the CompanyAcquiree. In addition, on behalf of Acquiring Fund; (b) by either the CompanyAcquirer or the Acquiree may at its option terminate this Agreement at or before the Closing Date due to: a) a breach by the other of any representation, on behalf of Acquiring Fundwarranty, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to before the Closing Date, (iiif not cured within 30 days; b) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a; or c) Termination a determination by a party’s Board of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations Directors, as appropriate, that the consummation of the parties hereunder transactions contemplated herein is not in the best interest of the Acquiree or the Acquirer, respectively, and notice given to the other party hereto. In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquirer, the Acquired Fund, the Acquiree, or the their respective directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundofficers, to any the other party or its directors, trustees directors or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties. 13.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. This OGMF and Acquired Fund Company agree that neither party has made any representation, warranty or covenant, on behalf of either the Acquiring Fund or the Acquired Fund, respectively, not set forth herein and that this Agreement constitutes the entire agreement between the parties. 10.211.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that hereunder. The covenants to be performed after the representations, warranties Closing and covenants the obligations of each of the Trust, on behalf of Acquired Fund, hereunder Fund and Acquiring Fund in Section 9 shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9Closing. 1112. Termination 11.1. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the either the Board of Trustees of OGMF or the Board of Trustees of Acquired Fund Company, at any time prior to the Closing: (a) by Closing Date, if circumstances should develop that, in the mutual written consent opinion of that Board, make proceeding with the Trust, on behalf of Agreement inadvisable with respect to the Acquiring Fund or the Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be metrespectively. 11.213. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of Acquired Fund Company and OGMF. 14. NOTICES Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery (i.e., e-mail) personal service or prepaid or certified mail addressed as follows: If to OGMF, at the partiesaddress of OGMF set forth in the preamble to this Agreement, in each case to the attention of Xxxxx X. Xxxxxxx and with a copy to Ropes & Xxxx LLP, 000 00xx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, attn.: Xxxx X. Xxxxxx; If to Acquired Fund Company, at the address of Acquired Fund Company set forth in the preamble to this Agreement, in each case to the attention of Xxxx X. Xxxxxxx and with a copy to Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, attn.: Xxxx X. Xxxxxxxxxxx, Xx. 13.15. HEADINGS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF LIABILITY; RULE 145 15.1. The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15.2. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws. 15.3. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 15.4. Pursuant to Rule 145 under the 1933 Act, the Acquired Fund will, in connection with the issuance of any Acquiring Fund Shares to any person who at the time of the transaction contemplated hereby is deemed to be an affiliate of a party to the transaction pursuant to Rule 145(c), cause to be affixed upon the certificates issued to such person (if any) a legend as follows: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO ONE GROUP GOVERNMENT BOND FUND OR ITS PRINCIPAL UNDERWRITER UNLESS (i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO ONE GROUP GOVERNMENT BOND FUND, SUCH REGISTRATION IS NOT REQUIRED;

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between among the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time at or prior to the ClosingClosing Date by: (a1) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Fund and the Company, on behalf of Acquiring Fund; (b2) by either the CompanyAcquired Fund in the event the Acquiring Fund shall, on behalf of or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to the Closing Date, ; or (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii3) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which or the Acquiring Fund in the event a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party or parties has not been met and it reasonably appears that it will not or cannot be metmet within a reasonable time. 11.2. (a) Termination In the event of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and any such termination, there shall be no liability for damages on the part of either the Company, Acquiring Fund, the Trust or the Acquired Fund, or the directors their respective Trustees, Directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundofficers, to any the other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing feesparties. 12. Amendments This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon by the authorized officers of the Acquired Fund and the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund's shareholders called by the Acquired Fund pursuant to paragraph 5.2 of this Agreement no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund's Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. Notices 13.1. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the partiesAcquiring Fund at: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxx Xxxxxx, Esq. 13.or to the Acquired Fund at: 000 Xxxxxxxxx Xxxxxx

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. 10.1 This Agreement constitutes the entire agreement between the partiesFunds. 10.2. 10.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. This TERMINATION Government Income Fund or Mortgage Income Fund may at its option terminate this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time or prior to the ClosingClosing Date because of: (a) 11.1 A material breach by the mutual written consent other of the Trustany representation, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements covenant contained herein required to be performed on at or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties ; or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other 11.2 A condition herein expressed to be precedent to the obligations of the terminating either party has not having been met and it reasonably appears appearing that it will not or cannot be met; or 11.3 A mutual written agreement of Mortgage Income Fund and Government Income Fund. 11.2. (a) Termination In the event of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and any such termination, there shall be no liability for damages on the part of either Fund (other than the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers liability of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, Funds to any other party or its directors, trustees or officers. (b) Termination of this Agreement pay their allocated expenses pursuant to paragraph 11.1(c9.2) shall terminate all obligations or any Director or officer of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring either Government Income Fund or Mortgage Income Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments AMENDMENT This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon only in writing by the parties; provided, however, that following the shareholders' meeting called by Mortgage Income Fund pursuant to paragraph 5.2, no such amendment may have the effect of changing the provisions for determining the number of shares of Government Income Fund to be distributed to Mortgage Income Fund's shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. NOTICES Any notice, report, demand or other communication required or permitted by any provision of this Agreement shall be in writing and shall be given by hand delivery, or prepaid certified mail or overnight service addressed to Prudential Investments Fund Management LLC, Gateway Center Three, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Attention: S. Xxxx Xxxx. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This Agreement constitutes the entire agreement between the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent of the Trust, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February September 27, 20142013; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties. 13.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This 10.1 The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties. 10.2. 10.2 The representations, warranties warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. ARTICLE XI TERMINATION 11.1 This Agreement may be terminated by the mutual agreement of the Acquiring Fund and the transactions contemplated hereby Acquired Fund. In addition, either the Acquiring Fund or the Acquired Fund may be abandoned at any time its option terminate this Agreement at or prior to the ClosingClosing Date because: (a) of a breach by the mutual written consent other of the Trustany representation, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fundwarranty, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to the Closing Date, (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present if not cured within 30 days; or (ivb) any other a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a) Termination 11.2 In the event of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations any such termination, in the absence of the parties hereunder and willful default, there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundor its Trustees or officers, to any the other party or its directorsparty, trustees or officers. (b) Termination but the Advisor shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement pursuant to as provided in paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees9.1. 12. Amendments ARTICLE XII AMENDMENTS 12.1 This Agreement may be amended, modified modified, or supplemented in such manner as may be mutually agreed upon in writing by the partiesauthorized officers of the Trust; provided, however, that following the meeting of shareholders of the Acquired Fund pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such Acquired Fund Shareholders without their further approval. 13.ARTICLE XIII HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This 10.1 The Surviving Fund Registrant, on behalf of the Surviving Fund, and the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, agree that neither party has made to the other party any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between the parties. 10.2 Except as specified in the next sentence set forth in this paragraph 10.2. The , the representations, warranties warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto to or in connection herewith with this Agreement, shall not survive the consummation of the transactions contemplated herein, except that hereunder. The covenants to be performed after the representations, warranties and covenants Closing Date shall continue in effect beyond the consummation of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9transactions contemplated hereunder. 11. Termination 11.1. ARTICLE XI TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Surviving Fund Registrant and the CompanyReorganizing Fund Registrant. In addition, on behalf of Acquiring Fund; (b) by either the CompanySurviving Fund Registrant or the Reorganizing Fund Registrant may at its option terminate this Agreement at or before the Closing Date due to: a) a breach by the other of any representation, on behalf of Acquiring Fundwarranty, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to before the Closing Date, (iiif not cured within 30 days; b) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a; or c) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations a determination by a party's Board, as appropriate, that the consummation of the parties hereunder transactions contemplated herein is not in the best interest of the Reorganizing Fund Registrant or the Surviving Fund Registrant, respectively, and notice given to the other party hereto. In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of any of the Company, Acquiring Surviving Fund, the Trust or Acquired FundSurviving Fund Registrant, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Reorganizing Fund, the Trust or Acquired FundReorganizing Fund Registrant, or the directors their respective Trustees or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing feestheir respective officers. 12. Amendments ARTICLE XII AMENDMENTS This Agreement may be amended, modified modified, or supplemented in such manner as may be mutually agreed upon in writing by the partiesofficers of the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, and the Surviving Fund Registrant, on behalf of the Surviving Fund, and as specifically authorized by their respective Boards; provided, however, that following the meeting of shareholders of the Reorganizing Fund pursuant to paragraph 5.6 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Surviving Fund Shares to be issued to the Reorganizing Fund Shareholders under this Agreement to the detriment of such Reorganizing Fund Shareholders without their further approval. 13.ARTICLE XIII

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This The Acquiring Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between among the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated herein, except that the representations, warranties and covenants of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9hereunder. 11. Termination 11.1. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time at or prior to the ClosingClosing Date by: (a1) by the mutual written consent agreement of the Trust, on behalf of Acquired Fund, Fund and the Company, on behalf of Acquiring Fund; (b2) by either the CompanyAcquired Fund in the event the Acquiring Fund shall, on behalf of or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements agreement contained herein required to be performed on at or prior to the Closing Date, ; or (ii) the other party materially breaches any of its representations, warranties or covenants contained herein, (iii3) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which or the Acquiring Fund in the event a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party or parties has not been met and it reasonably appears that it will not or cannot be metmet within a reasonable time. 11.2. (a) Termination In the event of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and any such termination, there shall be no liability for damages on the part of either the Company, Acquiring Fund, the Trust or the Acquired Fund, or the directors their respective Trustees, Directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fundofficers, to any the other party or its directors, trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing feesparties. 12. Amendments This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon by the authorized officers of the Acquired Fund and the Acquiring Fund; provided, however, that following the meeting of the Acquired Fund's shareholders called by the Acquired Fund pursuant to paragraph 5.2 of this Agreement no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be issued to the Acquired Fund's Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. Notices 13.1. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the partiesAcquiring Fund at: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxx Xxxxxx, Esq. 13or to the Acquired Fund at: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. This 10.1 The Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, agree that neither party has made to the other party any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between the parties. 10.2 Except as specified in the next sentence set forth in this paragraph 10.2. The , the representations, warranties warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto to or in connection herewith with this Agreement, shall not survive the consummation of the transactions contemplated hereinhereunder. The covenants to be performed after the Closing Date, except that shall continue in effect beyond the representations, warranties and covenants consummation of the Trust, on behalf of Acquired Fund, hereunder shall not survive the dissolution and complete liquidation of Acquired Fund in accordance with paragraph 1.9transactions contemplated hereunder. 11. Termination 11.1. ARTICLE XI TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent of the Trust, on behalf of Acquired Fund, and the Company, on behalf of Acquiring Fund; (b) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, by notice to the other, without liability to the terminating party on account of such termination (providing the terminating party is not otherwise in material default or breach of this Agreement), if the Closing shall not have occurred on Trust at its option at or before February 27, 2014; or (c) by either the Company, on behalf of Acquiring Fund, or the Trust, on behalf of Acquired Fund, in writing without liability to the terminating party on account of such termination (provided the terminating party is not otherwise in material default or breach of this Agreement), if (i) the other party shall fail to perform in any material respect its agreements contained herein required to be performed on or prior to the Closing Date. In the event of any such termination, (ii) in the other party materially breaches any absence of its representationswillful default, warranties or covenants contained herein, (iii) the Acquired Fund shareholders fail to approve this Agreement at any meeting called for such purpose at which a quorum was present or (iv) any other condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. 11.2. (a) Termination of this Agreement pursuant to paragraphs 11.1(a) or (b) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of any of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, to any other party or its directors, trustees their respective Trustees or officers. (b) Termination of this Agreement pursuant to paragraph 11.1(c) shall terminate all obligations of the parties hereunder and there shall be no liability for damages on the part of the Company, Acquiring Fund, the Trust or Acquired Fund, or the directors or officers of the Company, on behalf of Acquiring Fund, or the trustees or officers of the Trust, on behalf of Acquired Fund, except that any party in breach of this Agreement shall, upon demand, reimburse the non-breaching party for all reasonable out- of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement, including legal, accounting and filing fees. 12. Amendments ARTICLE XII AMENDMENTS This Agreement may be amended, modified modified, or supplemented in such manner as may be mutually agreed upon in writing by the partiesofficers of the Trust as authorized by the Board of Trustees; provided, however, that following the meeting of the Acquired Fund Shareholders called by the Acquired Fund pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval. 13.ARTICLE XIII