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

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 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 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 hereunder. 11. Termination 11.1. This Agreement may be terminated at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or parties. 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. 11.1 The Acquiring Fund Trust and the Acquired Fund Framlington agree that neither party has made any representation, warranty or covenant covenant, on behalf of either an Acquiring Fund or an Acquired Fund, respectively, not set forth herein and that this Agreement constitutes the entire agreement among between the parties. 10.2. 11.2 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 hereunder. 11The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Section 9 shall survive the Closing. Termination 11.112. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the either the Board of Trustees of the Trust or the Board of Trustees of Framlington, at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund , if circumstances should develop that, in the event a condition herein expressed opinion of that Board, make proceeding with the Agreement inadvisable with respect 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the any Acquired Fund, or their respective Directors or officers, to the other party or partiesrespectively. 1213. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of the Acquired Fund Framlington and the Acquiring FundTrust; provided, however, that following the meeting of the shareholders of each Acquired Fund's shareholders Fund called by the Acquired Fund Framlington pursuant to paragraph 5.2 of this Agreement 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 each corresponding class of Acquired Fund's Shareholders Fund 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. a) The Acquiring Acquired Fund and the Acquired Fund 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 among 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 hereunder. 11. Termination 11.1. a) This Agreement may be terminated at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable time. 11.2. b) In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors Directors, Trustees or officers, to the other party or parties. 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. 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 Acquiring Fund at: 400 Xxxxxxxxx Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. Xxxx X. Xxxx or to the Acquired Fund at: 400 Xxxxxxxxx Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. Xxxx X. Xxxx 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. a) The Acquiring Fund Trust, on behalf of the Acquired Fund, and the Acquired Fund 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 among 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 hereunder. 11. Termination 11.1. a) This Agreement may be terminated at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund Trust and the Acquiring Fund; (2) the Acquired Fund Trust in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Trust, on behalf of the Acquired Fund Fund, shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund Trust or the Acquiring Fund in the event a 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 met within a reasonable time. 11.2. b) In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired FundTrust, or their respective Directors Directors, Trustees or officers, to the other party or parties. 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 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 13.1. 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 Acquiring Fund at: 400 Xxxxxxxxx Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. Xxxx X. Xxxx or to the Acquired Fund at: 400 Xxxxxxxxx Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. Xxxx X. Xxxx 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. The Acquiring Fund and the Acquired Fund agree that neither party Trust has not made any representation, warranty or covenant covenant, on behalf of either the Acquired Fund or the Acquiring Fund, not set forth herein herein, and that this Agreement constitutes the entire agreement among between the partiesAcquiring Fund and Acquired Fund with respect to the Reorganization. 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 hereunder. 11The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Sections 9.1 and 9.2 shall survive the Closing. Termination 11.112. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Trust's Board of Trustees, at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) , if circumstances should develop that, in its opinion, make proceeding with the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable timeAgreement inadvisable. 11.213. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or parties. 12. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of the Acquired Fund and the Acquiring FundTrust; provided, however, that following the meeting of the shareholders of the Acquired Fund's shareholders Fund called by the Acquired Fund Trust pursuant to paragraph 5.2 of this Agreement Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be issued to the Class A, Class B, Class C, Class K and Class Y Acquired Fund's Shareholders Fund Shareholders, respectively, under this Agreement to the detriment of such shareholders without their further approval. 1314. 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.HEADINGS; GOVERNING LAW; ASSIGNMENT;

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.112.1. The MST, on behalf of the Acquiring Fund Fund, and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein herein, and that this Agreement constitutes the entire agreement among between the partiesAcquiring Fund and the Acquired Fund with respect to the Reorganization. 10.212.2. 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 hereunder. 11The covenants to be performed after the Closing and the obligations of the Acquired Fund and Acquiring Fund in Section 10 shall survive the Closing. Termination 11.113. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of MSTs Board of Trustees and/or the Acquired Funds Board of Trustees, at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) , if circumstances should develop that, in its opinion, make proceeding with the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable timeAgreement inadvisable. 11.214. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or parties. 12. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of MST and the officers of the Acquired Fund and the Acquiring Fund; provided, however, that following the meeting of the shareholders of the Acquired Fund's shareholders Fund called by the Acquired Fund pursuant to paragraph 5.2 6.2 of this Agreement 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 Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval. 1315. 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.HEADINGS;

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. The Acquiring Fund and the Acquired Fund agree that neither party Trust has not made any representation, warranty or covenant covenant, on behalf of either the acquired Fund or the acquiring Fund, not set forth herein herein, and that this Agreement agreement constitutes the entire agreement among between the partiesAcquiring Fund and acquired Fund with respect to the reorganization. 10.211.2. The representations, warranties and covenants contained in this Agreement agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. 11The covenants to be performed after the Closing and the obligations of each of the acquired Fund and acquiring Fund in Sections 9.1 and 9.2 shall survive the Closing. Termination 11.112. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Trusts Board of Trustees, at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shallclosing date, or the Acquiring Fundif circumstances should develop that, in its opinion, make proceeding with the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable timeAgreement inadvisable. 11.213. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or parties. 12. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers offices of the Acquired Fund and the Acquiring FundTrust; provided, however, that following the meeting of the Acquired Fund's shareholders of the acquired Fund called by the Acquired Fund Trust pursuant to paragraph 5.2 of this Agreement agreement, no such amendment may have the effect of changing the provisions for determining the number of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be issued to the Acquired Fund's Shareholders Class A, Class B, Class C, Class K and Class Y acquired Fund Shareholders, respectively, under this Agreement to the detriment of such shareholders without their further approval. 1314. 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.HEADINGS; GOVERNING LAW; ASSIGNMENT;

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 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 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 hereunder. 11. Termination 11.1. This Agreement may be terminated at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability iability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or parties. 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. 11.1 The Acquiring Fund Trust and the Acquired Fund Company agree that neither party has made any representation, warranty or covenant covenant, on behalf of either an Acquiring Fund or an Acquired Fund, respectively, not set forth herein and that this Agreement constitutes the entire agreement among between the parties. 10.2. 11.2 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 hereunder. 11The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Section 9 shall survive the Closing. Termination 11.112. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the either the Board of Trustees of the Trust or the Board of Directors of the Company, at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund , if circumstances should develop that, in the event a condition herein expressed opinion of that Board, make proceeding with the Agreement inadvisable with respect 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the any Acquired Fund, or their respective Directors or officers, to the other party or partiesrespectively. 1213. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of the Acquired Fund Company 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 approvalTrust. 1314. Notices 13.1. 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 telegraph, telecopy or certified mail addressed to the Trust and the Company, 000 Xxxxxx Xxxxxx, Birmingham, MI 48009, attn: Xxxxxxx X. Xxxxxxxxxxx, in each case with a copy to Dechert LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000, attn: Xxxx X. Xxxxxx. 15. HEADINGS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF LIABILITY 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 State of Delaware without regard to its principles of conflicts of laws. 15.3 The warranties, representations, and agreements contained in this Agreement made by the Company, on behalf of each of the Acquired Funds, are made on a several \and not joint, or joint and several\ basis. Similarly, the warranties, representations, and agreements contained in this Agreement made by the Trust, on behalf of each of the Acquiring Funds, are made on a several \and not joint, or joint and several\ basis. The benefits and obligations attendant to the Reorganization are severable with respect to each Acquired Fund and its corresponding Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esqand the other Acquired Funds and their corresponding Acquiring Funds participating in the Reorganization. or Shareholders of the Acquired Funds have no rights under this Agreement with respect to the reorganization, redomiciliation, and liquidation of any other Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxxin which they do not hold shares. 15.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, XX 00000 Attention: Hxx Xxxxxxbut 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, Esq. 14firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. The Acquiring Fund OGMF and the Acquired Fund Company agree that neither party has made any representation, warranty or covenant 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 among 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 hereunder. 11The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Section 9 shall survive the Closing. Termination 11.112. 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 at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund , if circumstances should develop that, in the event a condition herein expressed opinion of that Board, make proceeding with the Agreement inadvisable with respect 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or partiesrespectively. 1213. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of the Acquired Fund Company 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 approvalOGMF. 1314. Notices 13.1. 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 telegraph, telecopy or certified mail addressed as follows: If to OGMF, at the address of OGMF set forth in the preamble to this Agreement, in each case to the Acquiring 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 at: 400 Xxxxxxxxx Xxxxxx 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 Attention00000, attn.: Hxx XxxxxxXxxx X. Xxxxxxxxxxx, EsqXx. 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 atwill, 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: 400 Xxxxxxxxx Xxxxxx Xxx XxxxTHESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, XX 00000 Attention: Hxx XxxxxxAS AMENDED, Esq. 14.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. 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 10.1 This Agreement constitutes the entire agreement among 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 hereunder. 11. Termination 11.1. This TERMINATION Government Income Fund or Mortgage Income Fund may at its option terminate this Agreement may be terminated at any time at or prior to the Closing Date bybecause of: (1) mutual agreement 11.1 A material breach by the other of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement covenant contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund in the event a 11.2 A condition herein expressed to be precedent to the obligations of the terminating either party or parties has not having been met and it reasonably appears appearing that it will not or cannot be met within a reasonable time. 11.2met; or 11.3 A mutual written agreement of Mortgage Income Fund and Government Income Fund. In the event of any such termination, there shall be no liability for damages on the part of either Fund (other than the Acquiring liability of the Funds to pay their allocated expenses pursuant to paragraph 9.2) or any Director or officer of either Government Income Fund or the Acquired Mortgage Income Fund, or their respective Directors or officers, to the other party or parties. 12. Amendments AMENDMENT This Agreement may be amended, modified or supplemented only in writing in such manner as may be mutually agreed upon by the authorized officers of the Acquired Fund and the Acquiring Fundparties; provided, however, that following the shareholders' meeting of the Acquired Fund's shareholders called by the Acquired Mortgage Income Fund pursuant to paragraph 5.2 of this Agreement 5.2, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring shares of Government Income Fund Shares to be issued distributed to the Acquired Mortgage Income Fund's Shareholders shareholders under this Agreement to the detriment of such shareholders without their further approval. 13. Notices 13.1. NOTICES Any notice, report, statement demand or demand other communication required or permitted by any provisions provision of this Agreement shall be in writing and shall be given by hand delivery, or prepaid telegraph, telecopy or certified mail or overnight service addressed to the Acquiring Prudential Investments Fund at: 400 Xxxxxxxxx Management LLC, Gateway Center Three, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx Xxx Xxxx00000, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx S. Xxxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. 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 among 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 hereunder. 11. Termination 11.1. ARTICLE XI TERMINATION 11.1 This Agreement may be terminated by the mutual agreement of the Acquiring Fund and the Acquired Fund. In addition, either the Acquiring Fund or the Acquired Fund may at any time its option terminate this Agreement at or prior to the Closing Date bybecause: (1a) mutual agreement of a breach by the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach other of any representation, warranty warranty, or agreement contained herein to be performed at or prior to the Closing Date, if not cured within 30 days; or (3b) the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable timemet. 11.2. 11.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of either the Acquiring Fund or Fund, the Acquired Fund, the Trust, or their respective Directors its Trustees or officers, to the other party or partiesparty, but the Advisor shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement as provided in paragraph 9.1. 12. Amendments ARTICLE XII AMENDMENTS 12.1 This Agreement may be amended, modified modified, or supplemented in writing in such manner as may be mutually agreed upon in writing by the authorized officers of the Acquired Fund and the Acquiring FundTrust; provided, however, that following the meeting of the Acquired Fund's shareholders called by of the Acquired Fund pursuant to paragraph 5.2 of this Agreement 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 Fund Shareholders under this Agreement to the detriment of such shareholders Acquired Fund 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.ARTICLE XIII HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 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 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 hereunder. 11. Termination 11.1. This Agreement may be terminated at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund Fund, the Trust or the Acquired Fund, or their respective Trustees, Directors or officers, to the other party or parties. 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 Acquiring Fund at: 400 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxx Xxxxxx, Esq. or to the Acquired Fund at: 400 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. The Acquiring Fund Trust and the Acquired Fund Trust agree that neither party has made any representation, warranty or covenant 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 among 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 hereunder. 11The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Section 9 shall survive the Closing. Termination 11.112. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the either the Board of Trustees of Acquiring Fund Trust or the Board of Trustees of Acquired Fund Trust, at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund , if circumstances should develop that, in the event a condition herein expressed opinion of that Board, make proceeding with the Agreement inadvisable with respect 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or partiesrespectively. 1213. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of the Acquiring Fund Trust and 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14Trust.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. The Acquiring Fund Company and the Acquired Fund Munder Framlington agree that neither party has made any representation, warranty or covenant covenant, on behalf of either the Acquired Fund or the Acquiring Fund, not set forth herein and that this Agreement constitutes the entire agreement among 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 hereunder. 11The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Sections 9.1 and 9.2 shall survive the Closing. Termination 11.112. TERMINATION This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Company*s Board of Directors or Munder Framlington*s Board of Trustees, at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund , if circumstances should develop that, in the event a condition herein expressed to be precedent to opinion of that Board, make proceeding with the obligations of the terminating party or parties has not been met and it reasonably appears that it will not or cannot be met within a reasonable timeAgreement inadvisable. 11.213. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or parties. 12. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of the Acquired Fund Company and the Acquiring FundMunder Framlington; provided, however, that following the meeting of the shareholders of the Acquired Fund's shareholders Fund called by the Acquired Fund Company pursuant to paragraph 5.2 of this Agreement Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be issued to the Class A, Class B, Class II, Class K and Class Y Acquired Fund's Shareholders Fund Shareholders, respectively, 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 Acquiring Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. or to the Acquired Fund at: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxxxxx, Esq. 14.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.111.1. The Acquiring Fund OGMF and the Acquired Fund Company agree that neither party has made any representation, warranty or covenant 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 among 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 hereunder. 11The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Section 9 shall survive the Closing. Termination 11.112. 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 at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund , if circumstances should develop that, in the event a condition herein expressed opinion of that Board, make proceeding with the Agreement inadvisable with respect 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund or the Acquired Fund, or their respective Directors or officers, to the other party or partiesrespectively. 1213. Amendments AMENDMENTS This Agreement may be amended, modified or supplemented in writing in such manner as may be mutually agreed upon deemed necessary or advisable by the authorized officers of the Acquired Fund Company 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 approvalOGMF. 1314. Notices 13.1. 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 telegraph, telecopy or certified mail addressed as follows: If to OGMF, at the address of OGMF set forth in the preamble to this Agreement, in each case to the Acquiring 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 at: 400 Xxxxxxxxx Xxxxxx 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 Attention00000, attn.: Hxx XxxxxxXxxx X. Xxxxxxxxxxx, EsqXx. 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 atwill, 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: 400 Xxxxxxxxx Xxxxxx Xxx XxxxTHESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, XX 00000 Attention: Hxx XxxxxxAS AMENDED, Esq. 14.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. 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 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 hereunder. 11. Termination 11.1. This Agreement may be terminated at any time at or prior to the Closing Date by: (1) mutual agreement of the Acquired Fund and the Acquiring Fund; (2) the Acquired Fund in the event the Acquiring Fund shall, or the Acquiring Fund, in the event the Acquired Fund shall, materially breach any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or (3) the Acquired Fund or the Acquiring Fund in the event a 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 met within a reasonable time. 11.2. In the event of any such termination, there shall be no liability for damages on the part of either the Acquiring Fund Fund, the Trust or the Acquired Fund, or their respective Trustees, Directors or officers, to the other party or parties. 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 Acquiring Fund at: 400 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxx Xxxxxx, Esq. or to the Acquired Fund at: 400 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Hxx Xxx Xxxxxx, Esq. 14.