Common use of Reorganization Clause in Contracts

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a<![if !supportLists]>(a) Subject <![endif]>Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after December 31, 2004 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to the shareholders of Acquired Fund, in complete liquidation of Acquired Fund. <![if !supportLists]>(b) <![endif]>As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Dateand Acquiring Fund. The Acquired <![if !supportLists]>(c) <![endif]>Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone “ex” such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, value of the assets of Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the acquired by Acquiring Fund. <![if !supportLists]>(d) <![endif]>The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on April 29, 2005, or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization“Valuation Time”). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including the Acquired Fund's obligation (if any) to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(j) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund, whether accrued or contingent (including cash received by the Acquired Fund upon the liquidation of the Acquired Fund of every kind and nature existing on any Acquired Fund investments designated by the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) as being unsuitable for it to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver acquire pursuant to the Acquired Fund the number of full and fractional shares investment restrictions of the Acquiring Fund having an aggregate net asset value equal to set forth in the value Acquiring Fund Prospectus and the Registration Statement), in exchange for that number of shares of beneficial interest of the assets Acquiring Fund provided for in Section 4 and the assumption by the Acquiring Fund of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time except for the Acquired Fund's liabilities, if any, arising in connection with this Agreement. The Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute in complete liquidation all of the Merger Shares received by it to the shareholders of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by exchange for their shares of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund Fund. c. The Valuation Time shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable be 4:00 p.m. Eastern time on the Closing Date, and whether Exchange Date or not specifically referred to such other time as may be mutually agreed upon in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees Fund, whether accrued or contingent, in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full and fractional shares of beneficial interest of the Acquiring Fund having an aggregate net asset value equal to provided for in Section 4 and the value assumption by the Acquiring Fund of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. The Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute in complete liquidation all of the Merger Shares received by it to the shareholders of the Acquired Fund to be acquired by in exchange for their shares of the Acquiring Fund shall includeAcquired Fund. b. The Existing Trust, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by on behalf of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it for the account of the Acquired Fund on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund Fund. c. The Valuation Time shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable be 4:00 p.m. Eastern time on the Closing Date, and whether Exchange Date or not specifically referred to such other time as may be mutually agreed upon in this Agreement. Notwithstanding writing by the foregoing, parties hereto (the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities "Valuation Time"). d. In the event that immediately prior to the Closing DateValuation Time (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, other than liabilities incurred in or (b) trading or the ordinary course reporting of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names net asset value of the Acquired Fund shareholders and transferring or the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account is impracticable, the Exchange Date shall be credited with postponed until the respective pro rata number of full first business day after the day when trading shall have been fully resumed and fractional reporting shall have been restored or such other date as may be agreed upon by the New Trust and Existing Trust; provided that if trading shall not be fully resumed and reporting restored within seven business days after the Exchange Date, this Agreement may be terminated by Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of or the Acquired Fund is and shall remain its responsibility up upon the giving of written notice to and including the date on which it is terminatedother party. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's ’s liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's ’s liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' ’ shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's ’s Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' ’ transfer agent opening accounts on the Acquiring Fund's ’s share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's ’s account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's ’s share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's ’s books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares Shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund sharesShares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including the Acquired Fund's obligation (if any) to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(j) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund, whether accrued or contingent (including cash received by the Acquired Fund upon the liquidation of the Acquired Fund of every kind and nature existing on any Acquired Fund investments designated by the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) as being unsuitable for it to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver acquire pursuant to the Acquired Fund the number of full and fractional shares investment restrictions of the Acquiring Fund having an aggregate net asset value equal to set forth in the value Acquiring Fund Prospectus and the Registration Statement), in exchange for that number of shares of beneficial interest of the assets Acquiring Fund provided for in Section 4 and the assumption by the Acquiring Fund of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time except for the Acquired Fund's liabilities, if any, arising in connection with this Agreement. The Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute in complete liquidation all of the Merger Shares received by it to the shareholders of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by exchange for their shares of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund Fund. c. The Valuation Time shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable be 4:00 p.m. Eastern time on the Closing Date, and whether Exchange Date or not specifically referred to such other time as may be mutually agreed upon in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"VALUATION TIME"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund, whether accrued or contingent (including cash received by the Acquired Fund upon the liquidation of the Acquired Fund of every kind and nature existing on any Acquired Fund investments designated by the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) as being unsuitable for it to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver acquire pursuant to the Acquired Fund the number of full and fractional shares investment restrictions of the Acquiring Fund having an aggregate net asset value equal to set forth in the value Registration Statement), in exchange for that number of shares of beneficial interest of the assets Acquiring Fund provided for in Section 4 and the assumption by the Acquiring Fund of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. The Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to the shareholders of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by exchange for their shares of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund Fund. c. The Valuation Time shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable be 4:00 p.m. Eastern time on the Closing Date, and whether Exchange Date or not specifically referred to such earlier or later day as may be mutually agreed upon in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"VALUATION TIME"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. Prior to the Closing, Parent and the Company will consummate, or cause to be consummated, the following transactions: (a) Subject Each of Vivra Asthma Allergy Careamerica, Inc., Vivra ENT, Inc., Vivra Health Advantage, Inc., Vivra Orthopaedics, Inc., and Vivra OB-GYN Services, Inc. (collectively, the "VSP Reorganization Entities") will be merged with and into the Company, and, in connection therewith, each VSP Reorganization Entity Option shall be converted into an option to purchase shares of Common Stock under the Company Stock Option Plan as reflected on Schedule 2.05(b) (the "VSP Reorganization Merger"). In connection therewith, the Company will use reasonable efforts (without the requirement of paying any money or making any financial concession) to cause each holder of VSP Reorganization Entity Options to execute and deliver an option exchange agreement, in form and substance satisfactory to the requisite approval Company and Acquiror, pursuant to which each holder of VSP Reorganization Entity Options will agree, among other things, to the conversion of his or her VSP Reorganization Entity Options into options to acquire Common Stock pursuant to the Reorganization and, (i) to cancel his or her options to acquire Common Stock in exchange for newly issued options to acquire Acquiror Common Stock, (ii) to enter into a stockholders' agreement, in form and substance satisfactory to the Company and Acquiror, upon the exercise of any options to acquire Acquiror Common Stock following the Closing, and (iii) to terminate the existing stockholders agreement relating to the shares of capital stock of the shareholders VSP Reorganization Entity issuable upon the exercise of the Acquired Fund and such holder's VSP Reorganization Entity Options. (b) Immediately prior to the other terms and conditions contained hereinClosing, the Acquired Fund agrees to assign, sell, Parent will convey, transfer, transfer and deliver assign to the Acquiring Fund as of the Closing Date Company all of the assets of Parent listed on Schedule 5.08(b) and the Acquired Fund of every kind Company will assume and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) agree to assume perform all of the Acquired Fund's liabilities existing and obligations of Parent listed on or after the Closing DateSchedule 5.08(b) hereto; provided, whether or not determinable on the Closing Datehowever, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date that with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (cleases listed on Schedule 5.08(b) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoinghereto, the Acquired Fund agrees to Company will use its best reasonable efforts to discharge all obtain the consent of its known liabilities any lessor to such leases prior to the Closing Date, other than liabilities incurred in (the ordinary course of business. (d) Pursuant to this Agreement, as soon after "Assignment" and collectively with the Closing Date as is conveniently practicableVSP Reorganization Merger and the conversion contemplated by Section 5.10, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the "Reorganization"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer."

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund’s obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section II.6(c) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the assets of the Acquired Fund of every kind investments and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the cash and other properties and assets of Acquired Fund's liabilities existing on or after the Closing Date, whether accrued or not determinable on the Closing Datecontingent, and (ii) to issue and deliver to the Acquired Fund the in exchange for that number of full Merger Shares provided for in Section II.2 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A Merger Shares, Class B Merger Shares, and Class Y Merger Shares received by it to the Class A, Class B, and Class Y shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets of the As soon as practicable, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicates it does not wish to acquire. This liquidation will be substantially completed before the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will agrees to pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the investments and other properties and assets of Acquired Fund, whether accrued or contingent. Any such distribution will be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and will not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made have gone “ex” before the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date will be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after prior to the Closing Date as is conveniently practicablecommencement of business on April 18, 2011, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) 1.1 Subject to the requisite approval of the shareholders of the Acquired Fund approvals and to the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund as of Fund, and the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: therefor (ia) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the a number of full and fractional shares of beneficial interest of the Acquiring Fund of the respective class (the “Merger Shares”) set forth on Schedule A having an aggregate net asset value equal to the value of the properties and assets of the Acquired Fund transferred hereunder, attributable to the shares of the Acquired Fund on such date less the value of the liabilities of the Acquired FundFund attributable to those shares of the Acquired Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as provided for under Section 4. of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The property and assets of the Acquired Fund to be acquired by sold, assigned, conveyed, transferred and delivered to the Acquiring Fund shall includeconsist of all assets and property, including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, receivables (including interest interests and dividends or dividends receivables), claims, choses in action, and other property interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing DateValuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will pay or cause to be paid sell, assign, convey, transfer and deliver to the Acquiring Fund any dividend rights, stock dividends, or interest payments other securities received by it on or the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund hereunderat the Closing Date and shall not be separately valued, and in which case any such distribution that remains unpaid as of the Acquiring Fund will retain any dividend or interest payments received by it after Closing Date shall be included in the Valuation Time with respect to determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the . 1.3 The Acquired Fund agrees to use its best will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date, as defined below. The Acquiring Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata declare and pay to its shareholders Shareholders of recordrecord one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, determined if any, for the current taxable year through the Closing Date. 1.4 Immediately following the actions contemplated by paragraph 1.1, the Trust shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, the Trust, on behalf of the Acquired Fund, shall (a) distribute to its Shareholders of record as of the Valuation Time on the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares in exchange for such shareholders' shares received by the Trust, on behalf of beneficial interest in the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund and Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund will be liquidated in accordance with on the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by books of the Funds' transfer agent opening Acquiring Fund to open accounts on the share records of the Acquiring Fund's share transfer books Fund in the names of the Acquired Fund shareholders and transferring the Shareholders. The aggregate net asset value of Acquiring Fund shares thereto. Each Shares to be so credited to Acquired Fund shareholder's account Shareholders shall be credited with equal to the respective pro rata number aggregate net asset value of full and fractional Acquiring the Acquired Fund shares due that shareholderShares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously Shares will be canceled on the books of the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationsuch exchange. (e) 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. 1.6 Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain its the responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) 1.1 Subject to the requisite approval of the shareholders of the Acquired Fund approvals and to the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to assignTrust I, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all behalf of the Acquired Fund's liabilities existing on or after , agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Closing Date, whether or not determinable on the Closing DateAcquiring Fund, and Trust II, on behalf of the Acquiring Fund, agrees in exchange therefor (iia) to issue and deliver to the Acquired Fund the a number of full and fractional shares of beneficial interest of the Acquiring Fund of the respective class set forth on Schedule A having an aggregate net asset value equal to the value of the properties and assets of the Acquired Fund transferred hereunder, attributable to the shares of the Acquired Fund on such date less the value of the liabilities of the Acquired FundFund attributable to those shares of the Acquired Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as provided for under Section 4. of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The property and assets of Trust I attributable to the Acquired Fund to be acquired by sold, assigned, conveyed, transferred and delivered to Trust II, on behalf of the Acquiring Fund Fund, shall includeconsist of all assets and property, including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, receivables (including interest interests and dividends or dividends receivables), claims, choses in action, and other property interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing DateValuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will pay or cause to be paid sell, assign, convey, transfer and deliver to the Acquiring Fund any dividend rights, stock dividends, or interest payments other securities received by it on or the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund hereunderat the Closing Date and shall not be separately valued, and in which case any such distribution that remains unpaid as of the Acquiring Fund will retain any dividend or interest payments received by it after Closing Date shall be included in the Valuation Time with respect to determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the . 1.3 The Acquired Fund agrees to use its best will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date, as defined below. Trust II, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata declare and pay to its shareholders Shareholders of recordrecord one or more dividends and/or other distributions so that it will have distributed substantially all of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, determined if any, for the current taxable year through the Closing Date. 1.4 Immediately following the actions contemplated by paragraph 1.1, Trust I shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, Trust I, on behalf of the Acquired Fund, shall (a) distribute to its Shareholders of record as of the Valuation Time on the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares in exchange for such shareholders' shares received by Trust I, on behalf of beneficial interest in the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund and Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund will be liquidated in accordance with on the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by books of the Funds' transfer agent opening Acquiring Fund to open accounts on the share records of the Acquiring Fund's share transfer books Fund in the names of the Acquired Fund shareholders and transferring the Shareholders. The aggregate net asset value of Acquiring Fund shares thereto. Each Shares to be so credited to Acquired Fund shareholder's account Shareholders shall be credited with equal to the respective pro rata number aggregate net asset value of full and fractional Acquiring the Acquired Fund shares due that shareholderShares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously Shares will be canceled on the books of the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationsuch exchange. (e) 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. 1.6 Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain its the responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including the Acquired Fund’s obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section II.6(c) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the investments and all of the cash and other properties and assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees Fund, whether accrued or contingent, in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section II.2 and fractional shares of the assumption by the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, the Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to its shareholders in complete liquidation of the Acquired Fund. (b) The assets of As soon as practicable, the Acquired Fund to be acquired by will liquidate such of its portfolio securities as the Acquiring Fund shall includeindicates it does not wish to acquire. This liquidation will be substantially completed before the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund and the Acquiring Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . (c) The Acquired Fund will agrees to pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the investments and other properties and assets of the Acquired Fund, whether accrued or contingent. Any such distribution will be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and will not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made have gone “ex” before the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date will be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including the Acquired Fund's obligation (if any) to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(j) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether accrued or not determinable on the Closing Date, and contingent (ii) to issue and deliver to including cash received by the Acquired Fund upon the liquidation by the Acquired Fund of any Acquired Fund investments designated by the Acquiring Fund as being unsuitable for it to acquire), in exchange for that number of full and fractional shares of beneficial interest of the Acquiring Fund having an aggregate net asset value equal to provided for in Section 4 and the value assumption by the Acquiring Fund of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time except for the Acquired Fund's liabilities, if any, arising in connection with this Agreement. The Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to the shareholders of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by exchange for their shares of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund Fund. c. The Valuation Time shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable be 4:00 p.m. Eastern time on the Closing Date, and whether Exchange Date or not specifically referred to such earlier or later day as may be mutually agreed upon in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"VALUATION TIME"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund Shareholders, if applicable, and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Series established by Municipal Trust solely for the purpose of acquiring all of the assets of the Fund (which Series has not issued any Series Shares (except for one share that may be issued to FMR) or commenced operations) as of the Closing Date all of the assets of the Acquired Fund of every any kind and nature existing on the Closing Date. The Acquiring Fund Series agrees in exchange therefor: therefor (i1) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii2) to issue and deliver to the Acquired Fund the number of full and fractional Series Shares equal to the value and number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to outstanding at the value time of the assets closing, as described in paragraph 6, as of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as Closing Date provided for under in Section 46(a). (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund Series and allocated thereto shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund Series any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund Series hereunder, and the Acquiring Fund Series will retain any dividend or interest payments received by it after the Valuation Time (as defined in Section 4) with respect to the assets transferred hereunder without regard to the payment date thereof. (c) . The liabilities of the Acquired Fund to be assumed by the Acquiring Fund Series and allocated thereto, shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding . (c) Immediately upon delivery to the foregoingFund of the Series Shares, the Acquired individual Trustees of Union Street Trust or any officer duly authorized by them, on Union Street Trust's behalf as the then sole shareholder of the Series, shall (1) approve (i) a Management Contract between Municipal Trust, on behalf of the Series, and FMR, (ii) a Sub-Advisory Agreement between FMR and Fidelity Investments Money Management, Inc., (iii) a Distribution and Service Plan under Rule 12b-1 under the 1940 Act between Municipal Trust, on behalf of the Series, and Fidelity Distributors Corporation (FDC) substantively identical to the contracts, agreement(s) and plan(s) currently in effect with respect to the Fund agrees to use its best efforts to discharge all of its known liabilities immediately prior to the Closing DateDate (as defined below), other than liabilities incurred except as to the parties to such contract, agreement and plan, (iv) the independent accountants who currently serve in that capacity for the ordinary course Fund, and (v) the adoption of businessrevised fundamental policies described in Proposals 10 through 14 of the Proxy Statement. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicablepracticable (the Liquidation Date), the Acquired Fund will constructively distribute to the Fund Shareholders the Series Shares pro rata in proportion to its their respective shares of beneficial interest in the Fund, such Fund Shareholders being shareholders of record, record as determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated Date in accordance with the Acquired Fund's Union Street Trust Amended and Restated Trust InstrumentDeclaration of Trust, in liquidation of such Fund. Such distribution shall will be accomplished by the Funds' Fund's transfer agent opening accounts on the Acquiring Fund's share transfer books records of the Series in the names of the Acquired such Fund shareholders Shareholders and transferring the Acquiring Fund shares Series Shares thereto. Each Acquired Fund shareholderShareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares (rounded to the third decimal place) Series Shares due that shareholder. All outstanding Acquired Fund sharesShares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund Series shall not issue certificates representing the Acquiring Fund Series Shares in connection with the Reorganizationsuch distribution. (e) Any reporting responsibility Immediately after the distribution of the Acquired Series Shares as set forth in Section 3(d), the Fund is shall be liquidated and terminated, and any such further actions shall remain its responsibility up to and including the date on which it is terminatedbe taken in connection therewith as required by applicable law. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Series Shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares Shares constructively exchanged for the Acquiring Fund Series Shares shall be paid by the person to whom such Acquiring Fund Series Shares are to be issued, as a condition of such transfer. (g) Any reporting responsibility of the Fund is and shall remain the responsibility of the Fund up to and including the date on which it is liquidated.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund Networking and Infrastructure Portfolio and to the other terms and conditions contained herein, the Acquired Fund Networking and Infrastructure Portfolio agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund Communications Equipment Portfolio as of the Closing Date all of the assets of the Acquired Fund Networking and Infrastructure Portfolio of every kind and nature existing on the Closing Date. The Acquiring Fund Communications Equipment Portfolio agrees in exchange therefor: (i) to assume all of the Acquired FundNetworking and Infrastructure Portfolio's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund Networking and Infrastructure Portfolio the number of full and fractional shares of the Acquiring Fund Communications Equipment Portfolio having an aggregate net asset value equal to the value of the assets of the Acquired Fund Networking and Infrastructure Portfolio transferred hereunder, less the value of the liabilities of the Acquired FundNetworking and Infrastructure Portfolio, determined as provided for under Section 4. (b) The assets of the Acquired Fund Networking and Infrastructure Portfolio to be acquired by the Acquiring Fund Communications Equipment Portfolio shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired FundNetworking and Infrastructure Portfolio, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund Networking and Infrastructure Portfolio on the Closing Date. The Acquired Fund Networking and Infrastructure Portfolio will pay or cause to be paid to the Acquiring Fund Communications Equipment Portfolio any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund Communications Equipment Portfolio hereunder, and the Acquiring Fund Communications Equipment Portfolio will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund Networking and Infrastructure Portfolio to be assumed by the Acquiring Fund Communications Equipment Portfolio shall include (except as otherwise provided for herein) all of the Acquired FundNetworking and Infrastructure Portfolio's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund Networking and Infrastructure Portfolio agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund Networking and Infrastructure Portfolio will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Communications Equipment Portfolio Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund Networking and the Acquired Fund Infrastructure Portfolio and Networking and Infrastructure Portfolio will be liquidated in accordance with the Acquired FundNetworking and Infrastructure Portfolio's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring FundCommunications Equipment Portfolio's share transfer books in the names of the Acquired Fund Networking and Infrastructure Portfolio shareholders and transferring the Acquiring Fund shares Communications Equipment Portfolio Shares thereto. Each Acquired Fund Networking and Infrastructure Portfolio shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Communications Equipment Portfolio Shares due that shareholder. All outstanding Acquired Fund Networking and Infrastructure Portfolio shares, including any represented by certificates, shall simultaneously be canceled on the Acquired FundNetworking and Infrastructure Portfolio's share transfer records. The Acquiring Fund Communications Equipment Portfolio shall not issue certificates representing the Acquiring Fund Communications Equipment Portfolio Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund Networking and Infrastructure Portfolio is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Communications Equipment Portfolio Shares in a name other than that of the registered holder on the Acquired FundNetworking and Infrastructure Portfolio's books of the Acquired Fund Networking and Infrastructure Portfolio shares constructively exchanged for the Acquiring Fund Communications Equipment Portfolio Shares shall be paid by the person to whom such Acquiring Fund Communications Equipment Portfolio Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after January 31, 2002 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C, Class M and Class Y Merger Shares received by it to the Class A, Class B, Class C, Class M and Class Y shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on October 11, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including the Acquired Fund's obligation (if applicable) to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(j) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund, whether accrued or contingent (including cash received by the Acquired Fund upon the liquidation of the Acquired Fund of every kind and nature existing on any Acquired Fund investments designated by the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) as being unsuitable for it to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver acquire pursuant to the Acquired Fund the number of full and fractional shares investment restrictions of the Acquiring Fund having an aggregate net asset value equal to set forth in the value Registration Statement), in exchange for that number of shares of beneficial interest of the assets Acquiring Fund provided for in Section 4 and the assumption by the Acquiring Fund of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. The Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to the shareholders of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by exchange for their shares of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund Fund. c. The Valuation Time shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable be 4:00 p.m. Eastern time on the Closing Date, and whether Exchange Date or not specifically referred to such earlier or later day as may be mutually agreed upon in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"VALUATION TIME"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) 1.1 Subject to the requisite approval of the shareholders of the Acquired Fund approvals and to the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to assignTrust II, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all behalf of the Acquired Fund's liabilities existing on or after , agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Closing Date, whether or not determinable on the Closing DateAcquiring Fund, and Trust I, on behalf of the Acquiring Fund, agrees in exchange therefor (iia) to issue and deliver to the Acquired Fund the a number of full and fractional shares of beneficial interest of the Acquiring Fund of the respective class set forth on Schedule A having an aggregate net asset value equal to the value of the properties and assets of the Acquired Fund transferred hereunder, attributable to the shares of the Acquired Fund on such date less the value of the liabilities of the Acquired FundFund attributable to those shares of the Acquired Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as provided for under Section 4. of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The property and assets of Trust II attributable to the Acquired Fund to be acquired by sold, assigned, conveyed, transferred and delivered to Trust I, on behalf of the Acquiring Fund Fund, shall includeconsist of all assets and property, including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, receivables (including interest interests and dividends or dividends receivables), claims, choses in action, and other property interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing DateValuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will pay or cause to be paid sell, assign, convey, transfer and deliver to the Acquiring Fund any dividend rights, stock dividends, or interest payments other securities received by it on or the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund hereunderat the Closing Date and shall not be separately valued, and in which case any such distribution that remains unpaid as of the Acquiring Fund will retain any dividend or interest payments received by it after Closing Date shall be included in the Valuation Time with respect to determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the . 1.3 The Acquired Fund agrees to use its best will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date, as defined below. Trust I, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata declare and pay to its shareholders Shareholders of recordrecord one or more dividends and/or other distributions so that it will have distributed substantially all of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, determined if any, for the current taxable year through the Closing Date. 1.4 Immediately following the actions contemplated by paragraph 1.1, Trust II shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, Trust II, on behalf of the Acquired Fund, shall (a) distribute to its Shareholders of record as of the Valuation Time on the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares in exchange for such shareholders' shares received by Trust II, on behalf of beneficial interest in the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund and Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund will be liquidated in accordance with on the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by books of the Funds' transfer agent opening Acquiring Fund to open accounts on the share records of the Acquiring Fund's share transfer books Fund in the names of the Acquired Fund shareholders and transferring the Shareholders. The aggregate net asset value of Acquiring Fund shares thereto. Each Shares to be so credited to Acquired Fund shareholder's account Shareholders shall be credited with equal to the respective pro rata number aggregate net asset value of full and fractional Acquiring the Acquired Fund shares due that shareholderShares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously Shares will be canceled on the books of the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationsuch exchange. (e) 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. 1.6 Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain its the responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after August 31, 2001 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C, Class M and Class Y Merger Shares received by it to the Class A, Class B, Class C, Class M and Class Y shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on August 16, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject Existing Fund agrees to sell, assign, convey, transfer and deliver to New Fund, and New Fund agrees to acquire from Existing Fund, on the requisite approval Exchange Date, the Assets of Existing Fund in exchange for that number of New Fund Shares provided for in Section 4 and the assumption by New Fund of the Liabilities of Existing Fund. Pursuant to this Agreement, Existing Fund will, as soon as practicable after the Exchange Date, distribute all of the New Fund Shares received by it to the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Existing Fund, determined as provided for under Section 4in complete liquidation of Existing Fund. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Existing Fund will pay or cause to be paid to the Acquiring New Fund any dividend interest, cash or interest such dividends, rights and other payments received by it Existing Fund on or after the Closing Exchange Date with respect to the assets Assets of Existing Fund received by New Fund on or after the Exchange Date. Any such distribution shall be deemed included in the Assets transferred to New Fund at the Acquiring Fund hereunder, Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone “ex” such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the assets transferred hereunder without regard to Exchange Date shall be included in the payment date thereofdetermination of the value of the Assets of Existing Fund acquired by New Fund. (c) The liabilities Valuation Time shall be at the close of business of the Acquired Fund to New York Stock Exchange on [ ], 2014, or such earlier or later day as may be assumed mutually agreed upon in writing by the Acquiring parties hereto (the “Valuation Time”). For the avoidance of doubt, New Fund shall include (except acknowledges that Existing Fund reserves the right to sell any of its Assets before the Valuation Time, as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind it deems necessary or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising appropriate in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of businessoperations. (d) Pursuant New Fund shall cause BTS to this Agreementdeliver to Existing Fund on the date of the Valuation Time a copy of a valuation report, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined prepared as of the Valuation Time on Time, in respect of the Closing DateInvestments of Existing Fund, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will which report shall be liquidated prepared in accordance with the Acquired Fund's Amended procedures that New Fund will use in determining the net asset value of New Fund Shares and Restated Trust Instrument. Such distribution shall that will be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books disclosed in the names of registration statement on Form N-1A for New Fund (“New Fund Valuation Procedures”). As used in this Agreement, the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.term

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Existing Fund and to the other terms and conditions contained herein, the Acquired Existing Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring New Fund, and New Fund agrees to acquire from Existing Fund, on the Exchange Date, the Assets of Existing Fund in exchange for that number of New Fund Shares provided for in Section 4 and the assumption by New Fund of the Liabilities of Existing Fund. Pursuant to this Agreement, the Existing Fund will, on the Exchange Date, distribute all of the New Fund Shares received by it to the shareholders of Existing Fund, in complete liquidation of Existing Fund. AET, on behalf of the New Fund, agrees that all rights to indemnification and all limitations of liability existing in favor of the Existing Fund’s current and former Trustees and officers, acting in their capacities as such, under OET’s Agreement and Declaration of Trust and Bylaws as in effect as of the Closing Date all date of this Agreement shall survive the Reorganization as obligations of the assets of the Acquired New Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees shall continue in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Datefull force and effect, whether or not determinable on the Closing Datewithout any amendment thereto, and (ii) to issue shall constitute rights which may be asserted by or on behalf of such Existing Fund’s current and deliver to former Trustees and officers against the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired New Fund, determined as provided for under Section 4its successors or assigns. These rights to indemnification and limitations of liability shall not be amended or altered in any way with respect to a particular officer or Trustee without such Trustee’s and officer’s prior written consent. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Existing Fund will pay or cause to be paid to the Acquiring New Fund any dividend interest, cash or interest such dividends, rights and other payments received by it Existing Fund on or after the Closing Exchange Date with respect to the assets Assets of Existing Fund received by New Fund on or after the Exchange Date. Any such distribution shall be deemed included in the Assets transferred to New Fund at the Acquiring Fund hereunder, Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made were priced so as to exclude such distribution at the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the assets transferred hereunder without regard to Exchange Date shall be included in the payment date thereofdetermination of the value of the Assets of Existing Fund acquired by New Fund. (c) The liabilities Valuation Time shall be as of the Acquired Fund to close of business of the New York Stock Exchange (“NYSE”) on June 17, 2022, or such earlier or later day as may be assumed mutually agreed upon in writing by the Acquiring parties hereto (the “Valuation Time”). For the avoidance of doubt, New Fund shall include (except acknowledges that Existing Fund reserves the right to sell any of its Assets before the Valuation Time, as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind it deems necessary or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising appropriate in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of businessoperations. (d) Pursuant New Fund shall cause its adviser or another agent to this Agreementdeliver to the Existing Fund on the date of the Valuation Time a copy of a valuation report, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined prepared as of the Valuation Time on Time, in respect of the Closing DateInvestments of the Existing Fund, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will which report shall be liquidated prepared in accordance with the Acquired Fund's Amended procedures that New Fund will use in determining the net asset value of New Fund Shares and Restated Trust Instrumentthat will be disclosed in the registration statement on Form N-1A for New Fund (“New Fund Valuation Procedures”). Such distribution shall be accomplished AET and OET agree to use all commercially reasonable efforts to resolve prior to the Valuation Time any material pricing differences for prices of portfolio securities of the Existing Fund before they are acquired by the Funds' transfer agent opening accounts New Fund. As used in this Agreement, the term “Investments” shall mean Existing Fund’s investments and cash holdings shown on the Acquiring Fund's share transfer books in the names schedule of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited its investments as of June 17, 2022 or an agreed upon more-recent date, as supplemented with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring such changes as Existing Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationmake, and changes resulting from stock dividends, stock splits, mergers and similar corporate actions. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) 1.1 Subject to the requisite approval of the shareholders of the Acquired Fund approvals and to the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, JPMIT, on behalf of the Acquired Fund Fund, agrees to sell, assign, sell, convey, transfer, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund as Fund, and JPMIT, on behalf of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund Fund, agrees in exchange therefor: (ia) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares Acquiring Fund Shares corresponding to the Acquired Fund Shares as of the Acquiring Fund having an aggregate time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value equal to of one share of Acquiring Fund Shares (computed in the value manner and as of the assets of the Acquired Fund transferred hereunder, less the value of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, determined as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for under Section 4in paragraph 3.1 (“Closing Date”). For purposes of this Agreement, the term Acquiring Fund Shares should be read to be Class 1 shares of the Acquiring Fund. (b) 1.2 The property and assets of JPMIT attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMIT, on behalf of the Acquiring Fund Fund, shall includeconsist of all assets and property, including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, receivables (including interest interests and dividends or dividends receivables), claims, choses in action, and other property interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing DateValuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will pay or cause to be paid sell, assign, convey, transfer and deliver to the Acquiring Fund any dividend rights, stock dividends, or interest payments other securities received by it on or the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund hereunderat the Closing Date and shall not be separately valued, and in which case any such distribution that remains unpaid as of the Acquiring Fund will retain any dividend or interest payments received by it after Closing Date shall be included in the Valuation Time with respect to determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the . 1.3 The Acquired Fund agrees to use its best will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date, as defined below. JPMIT, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata declare and pay to its shareholders of recordrecord one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, determined if any, for the current taxable year through the Closing Date. 1.4 Immediately following the actions contemplated by paragraph 1.1, JPMIT shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, JPMIT, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record as of the Valuation Time on the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares in exchange for such shareholders' shares received by JPMIT, on behalf of beneficial interest in the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund and Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund will be liquidated in accordance with on the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by books of the Funds' transfer agent opening Acquiring Fund to open accounts on the share records of the Acquiring Fund's share transfer books Fund in the names of the Acquired Fund shareholders and transferring the Shareholders. The aggregate net asset value of Acquiring Fund shares thereto. Each Shares to be so credited to Acquired Fund shareholder's account Shareholders shall be credited with equal to the respective pro rata number aggregate net asset value of full and fractional Acquiring the Acquired Fund shares due that shareholderShares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously Shares will be canceled on the books of the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationsuch exchange. (e) 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. 1.6 Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain its the responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund Paper and Forest Products Portfolio and to the other terms and conditions contained herein, the Acquired Fund Paper and Forest Products Portfolio agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund Materials Portfolio as of the Closing Date all of the assets of the Acquired Fund Paper and Forest Products Portfolio of every kind and nature existing on the Closing Date. The Acquiring Fund Materials Portfolio agrees in exchange therefor: (i) to assume all of the Acquired FundPaper and Forest Products Portfolio's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund Paper and Forest Products Portfolio the number of full and fractional shares of the Acquiring Fund Materials Portfolio having an aggregate net asset value equal to the value of the assets of the Acquired Fund Paper and Forest Products Portfolio transferred hereunder, less the value of the liabilities of the Acquired FundPaper and Forest Products Portfolio, determined as provided for under Section 4. (b) The assets of the Acquired Fund Paper and Forest Products Portfolio to be acquired by the Acquiring Fund Materials Portfolio shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired FundPaper and Forest Products Portfolio, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund Paper and Forest Products Portfolio on the Closing Date. The Acquired Fund Paper and Forest Products Portfolio will pay or cause to be paid to the Acquiring Fund Materials Portfolio any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund Materials Portfolio hereunder, and the Acquiring Fund Materials Portfolio will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund Paper and Forest Products Portfolio to be assumed by the Acquiring Fund Materials Portfolio shall include (except as otherwise provided for herein) all of the Acquired FundPaper and Forest Products Portfolio's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund Paper and Forest Products Portfolio agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund Paper and Forest Products Portfolio will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Materials Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund Paper and the Acquired Fund Forest Products Portfolio and Paper and Forest Products Portfolio will be liquidated in accordance with the Acquired FundPaper and Forest Products Portfolio's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring FundMaterials Portfolio's share transfer books in the names of the Acquired Fund Paper and Forest Products Portfolio shareholders and transferring the Acquiring Fund shares Materials Shares thereto. Each Acquired Fund Paper and Forest Products Portfolio shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Materials Shares due that shareholder. All outstanding Acquired Fund Paper and Forest Products Portfolio shares, including any represented by certificates, shall simultaneously be canceled on the Acquired FundPaper and Forest Products Portfolio's share transfer records. The Acquiring Fund Materials Portfolio shall not issue certificates representing the Acquiring Fund Materials Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund Paper and Forest Products Portfolio is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Materials Shares in a name other than that of the registered holder on the Acquired FundPaper and Forest Products Portfolio's books of the Acquired Fund Paper and Forest Products Portfolio shares constructively exchanged for the Acquiring Fund Materials Shares shall be paid by the person to whom such Acquiring Fund Materials Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Sterling Fund and to the other terms and conditions contained herein, Advisors and the Acquired Sterling Fund agrees agree to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring BB&T Fund, and the BB&T Fund as of agrees to acquire from the Closing Sterling Fund, on the Exchange Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume Investments, all of the Acquired Fund's liabilities existing on cash, property, rights, privileges, powers, franchises and other assets, know or after unknown, of the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Sterling Fund the in exchange for that number of full and fractional shares Shares of the Acquiring BB&T Fund having an aggregate net asset value equal to provided for in Section 4 and the value assumption by the BB&T Fund of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of, allocated or attributable to, the Sterling Fund, whether known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured. Without limiting the foregoing, BB&T agrees to assume the obligation of Advisors to indemnify and hold harmless the trustees and officers of Advisors with respect to any action or omission or alleged action or omission relating to the Sterling Fund prior to the consummation of the Acquired transactions described in paragraph (a) of this Agreement, including the obligation to advance expenses, to the maximum extent permitted by applicable law and as set forth in Advisors' Declaration of Trust and By-laws. Pursuant to this Agreement, the Sterling Fund will, as soon as practicable after the Exchange Date, distribute in liquidation all of the BB&T Fund Shares received by it to its shareholders in exchange for their Shares of the Sterling Fund, determined as provided for under Section 4. (b) The assets Advisors, on behalf of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Sterling Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring BB&T Fund any dividend or interest payments and cash dividends received by it on or after the Closing Exchange Date with respect to the Investments transferred to the BB&T Fund hereunder. Advisors, on behalf of the Sterling Fund, will transfer to the BB&T Fund any rights, stock dividends or other securities received by Advisors or the Sterling Fund after the Exchange Date as stock dividends or other distributions on or with respect to the Investments transferred, which rights, stock dividends and other securities shall be deemed included in the assets transferred to the Acquiring BB&T Fund hereunderat the Exchange Date and shall not be separately valued, and the Acquiring Fund will retain in which case any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined such distribution that remains unpaid as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest Exchange Date shall be included in the Acquired determination of the value of the assets of the Sterling Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished acquired by the Funds' transfer agent opening accounts on the Acquiring BB&T Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund Spartan Connecticut and to the other terms and conditions contained herein, the Acquired Fund Spartan Connecticut agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund Fidelity Connecticut as of the Closing Date all of the assets of the Acquired Fund Spartan Connecticut of every kind and nature existing on the Closing Date. The Acquiring Fund Fidelity Connecticut agrees in exchange therefor: (i) to assume all of the Acquired FundSpartan Connecticut's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund Spartan Connecticut the number of full and fractional shares of the Acquiring Fund Fidelity Connecticut having an aggregate net asset value equal to the aggregate net asset value of the assets shares of the Acquired Fund Spartan Connecticut transferred hereunder, less the value of the liabilities of the Acquired Fund, hereunder determined as provided for under Section 4. (b) The assets of the Acquired Fund Spartan Connecticut to be acquired by the Acquiring Fund Fidelity Connecticut shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired FundSpartan Connecticut, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund Spartan Connecticut on the Closing Date. The Acquired Fund Spartan Connecticut will pay or cause to be paid to the Acquiring Fund Fidelity Connecticut any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund Fidelity Connecticut hereunder, and the Acquiring Fund Fidelity Connecticut will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund Spartan Connecticut to be assumed by the Acquiring Fund Fidelity Connecticut shall include (except as otherwise provided for herein) all of the Acquired FundSpartan Connecticut's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund Spartan Connecticut agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund Spartan Connecticut will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Fidelity Connecticut Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund Spartan Connecticut and the Acquired Fund Spartan Connecticut will be liquidated in accordance with the Acquired FundSpartan Connecticut's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring FundFidelity Connecticut's share transfer books in the names of the Acquired Fund Spartan Connecticut shareholders and transferring the Acquiring Fund shares Fidelity Connecticut Shares thereto. Each Acquired Fund Spartan Connecticut shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Fidelity Connecticut Shares due that shareholder. All outstanding Acquired Fund Spartan Connecticut shares, including any represented by certificates, shall simultaneously be canceled on the Acquired FundSpartan Connecticut's share transfer records. The Acquiring Fund Fidelity Connecticut shall not issue certificates representing the Acquiring Fund Fidelity Connecticut Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund Spartan Connecticut is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Fidelity Connecticut Shares in a name other than that of the registered holder on the Acquired FundSpartan Connecticut's books of the Acquired Fund Spartan Connecticut shares constructively exchanged for the Acquiring Fund Fidelity Connecticut Shares shall be paid by the person to whom such Acquiring Fund Fidelity Connecticut Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Global Health Sciences Fund and to the other terms and conditions contained herein, the Acquired Global Health Sciences Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund Series as of the Closing Date all of the assets of the Acquired Global Health Sciences Fund of every kind and nature existing on the Closing Date. The Acquiring Fund Series agrees in exchange therefor: (i) to assume all of the Acquired Global Health Sciences Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Global Health Sciences Fund the a number of full and fractional Class A shares of the Acquiring Fund Series having an aggregate net asset value equal to the value of the assets of the Acquired Global Health Sciences Fund transferred hereunder, less the value of the liabilities of the Acquired Global Health Sciences Fund, determined as provided for under Section 4. (b) . The assets of the Acquired Global Health Sciences Fund to be acquired by the Acquiring Fund Series shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses chooses in action, and other property owned by the Acquired Global Health Sciences Fund, and any deferred or prepaid expenses (other than deferred organizational expenses) shown as an asset on the books of the Acquired Global Health Sciences Fund on the Closing Date. The Acquired Global Health Sciences Fund will pay or cause to be paid to the Acquiring Fund Series any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund Series hereunder, and the Acquiring Fund Series will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) . The liabilities of the Acquired Global Health Sciences Fund to be assumed by the Acquiring Fund Series shall include (except as otherwise provided for herein) all of the Acquired Global Health Sciences Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Global Health Sciences Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) . Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Global Health Sciences Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing DateTime, the Acquiring Fund Series Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Global Health Sciences Fund and the Acquired Global Health Sciences Fund will be liquidated and dissolved in accordance with the Acquired trust law of the Commonwealth of Massachusetts and Global Health Sciences Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the FundsSeries' transfer agent opening accounts on the Acquiring Fund's Series' share transfer books in the names of the Acquired Global Health Sciences Fund shareholders and transferring the Acquiring Fund shares Series Shares thereto. Each Acquired Global Health Sciences Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares (rounded to the third decimal place) Series Shares due that shareholder. All outstanding Acquired Global Health Sciences Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Global Health Sciences Fund's share transfer records. The Acquiring Fund Series shall not issue certificates representing the Acquiring Fund Series Shares in connection with the Reorganization. (e) . Any reporting responsibility of the Acquired Global Health Sciences Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) . Any transfer taxes payable upon issuance of the Acquiring Fund shares Series Shares in a name other than that of the registered holder on the Acquired Global Health Sciences Fund's books of the Acquired Global Health Sciences Fund shares constructively exchanged for the Acquiring Fund Series Shares shall be paid by the person to whom such Acquiring Fund Series Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders limited partners of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the Investments and all of the cash and other properties and assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees Fund, whether accrued or contingent, in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full and fractional shares of beneficial interest of the Acquiring Fund having an aggregate net asset value equal to provided for in Section 4 and the value assumption by the Acquiring Fund of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. The Acquired Fund will, as provided for under Section 4. (b) The assets soon as practicable after the Exchange Date, distribute all of the Merger Shares received by it to the partners of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by complete liquidation of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it for the account of the Acquired Fund on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone “ex” such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund acquired by the Acquiring Fund. c. The Valuation Time shall be 4:00 p.m. Eastern time on the Exchange Date or such other time as may be mutually agreed upon in writing by the parties hereto (the “Valuation Time”). d. In the event that immediately prior to the Valuation Time (a) the New York Stock Exchange shall be assumed closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the net asset value of the Acquired Fund or the Acquiring Fund is impracticable, the Exchange Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored or such other date as may be agreed upon by the Trust and the Acquired Fund; provided that if trading shall not be fully resumed and reporting restored within seven business days after the Exchange Date, this Agreement may be terminated by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all upon the giving of its known liabilities prior written notice to the Closing Date, other than liabilities incurred in the ordinary course of businessparty. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after June 30, 2001 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C, Class M and Class Y Merger Shares received by it to the Class A, Class B, Class C, Class M and Class Y shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on October 11, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund’s obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section II.6(c) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the assets of the Acquired Fund of every kind investments and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the cash and other properties and assets of Acquired Fund's liabilities existing on or after the Closing Date, whether accrued or not determinable on the Closing Datecontingent, and (ii) to issue and deliver to the Acquired Fund the in exchange for that number of full Merger Shares provided for in Section II.2 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Investor Class Merger Shares and Advisor Class Merger Shares received by it to its Investor Class and Advisor Class shareholders, respectively, in complete liquidation of Acquired Fund. (b) The assets of the As soon as practicable, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicates it does not wish to acquire. This liquidation will be substantially completed before the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will agrees to pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the investments and other properties and assets of Acquired Fund, whether accrued or contingent. Any such distribution will be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and will not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made have gone “ex” before the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date will be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund Shareholders, if applicable, and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Series established by Capital Trust solely for the purpose of acquiring all of the assets of the Fund (which Series has not issued any Series Shares (except for one share that may be issued to FMR) or commenced operations) as of the Closing Date all of the assets of the Acquired Fund of every any kind and nature existing on the Closing Date. The Acquiring Fund Series agrees in exchange therefor: therefor (i1) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii2) to issue and deliver to the Acquired Fund the number of full and fractional Series Shares equal to the value and number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to outstanding at the value time of the assets closing, as described in paragraph 6, as of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as Closing Date provided for under in Section 46(a). (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund Series and allocated thereto shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund Series any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund Series hereunder, and the Acquiring Fund Series will retain any dividend or interest payments received by it after the Valuation Time (as defined in Section 4) with respect to the assets transferred hereunder without regard to the payment date thereof. (c) . The liabilities of the Acquired Fund to be assumed by the Acquiring Fund Series and allocated thereto, shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding . (c) Immediately upon delivery to the foregoingFund of the Series Shares, the Acquired individual Trustees of Commonwealth Trust or any officer duly authorized by them, on Commonwealth Trust's behalf as the then sole shareholder of the Series, shall approve (i) a Management Contract between Capital Trust, on behalf of the Series, and FMR, (ii) Sub-Advisory Agreements between FMR and Fidelity Management & Research (U.K.) Inc. and Fidelity Management & Research (Far East) Inc., (iii) a Distribution and Service Plan under Rule 12b-1 under the 1940 Act between Capital Trust, on behalf of the Series, and Fidelity Distributors Corporation (FDC), substantively identical to the contract, agreements and plan currently in effect with respect to the Fund agrees to use its best efforts to discharge all of its known liabilities immediately prior to the Closing DateDate (as defined below), other than liabilities incurred except as to the parties to such contract, agreements and plan, (iv) the independent accountants who currently serve in that capacity for the ordinary course Fund, and (v) the adoption of businessthe revised fundamental policy described in Proposal 11 of the Proxy Statement. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicablepracticable (the Liquidation Date), the Acquired Fund will constructively distribute to the Fund Shareholders the Series Shares pro rata in proportion to its their respective shares of beneficial interest in the Fund, such Fund Shareholders being shareholders of record, record as determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated Date in accordance with the Acquired Commonwealth Trust's Restated Declaration of Trust, in liquidation of such Fund's Amended and Restated Trust Instrument. Such distribution shall will be accomplished by the Funds' Fund's transfer agent opening accounts on the Acquiring Fund's share transfer books records of the Series in the names of the Acquired such Fund shareholders Shareholders and transferring the Acquiring Fund shares Series Shares thereto. Each Acquired Fund shareholderShareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares (rounded to the third decimal place) Series Shares due that shareholder. All outstanding Acquired Fund sharesShares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund Series shall not issue certificates representing the Acquiring Fund Series Shares in connection with the Reorganizationsuch distribution. (e) Any reporting responsibility Immediately after the distribution of the Acquired Series Shares as set forth in Section 3(d), the Fund is shall be liquidated and terminated, and any such further actions shall remain its responsibility up to and including the date on which it is terminatedbe taken in connection therewith as required by applicable law. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Series Shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares Shares constructively exchanged for the Acquiring Fund Series Shares shall be paid by the person to whom such Acquiring Fund Series Shares are to be issued, as a condition of such transfer. (g) Any reporting responsibility of the Fund is and shall remain the responsibility of the Fund up to and including the date on which it is liquidated.

Reorganization. (a) 2.1 CREATION OF NEW SERIES OF THE TRANSFERRING TRUST. Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Transferring Trust agrees that, as of immediately prior to the Valuation Time, it will designate each Transferring Class of each Transferring Fund agrees to assign, sell, convey, transferas a corresponding class of a separate series of the Transferring Trust (each an "Interim Transferring Fund"), and deliver each Transferring Fund will allocate to the Acquiring corresponding Interim Transferring Fund as of the Closing Date all a portion of the assets and liabilities of the Acquired Fund of every kind Transferring Fund, including securities and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Datecash, whether or not determinable on the Closing Date, and (ii) to issue and deliver having a value equal to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal of all Transferring Class shares of the Transferring Fund, both full and fractional, issued and outstanding (collectively, the "Transferred Assets" of that Transferring Fund), such values to be determined as set forth in paragraph 3.1. Each Interim Transferring Fund shall be newly-formed for the sole purpose of engaging in the Reorganization and shall not have any assets or engage in any business except as is necessary to consummate the Reorganization. Appendix A to this Agreement identifies, for each Transferring Class of each Transferring Fund, its corresponding Interim Transferring Fund and the corresponding Acquiring Class of the corresponding Acquiring Fund. Where appropriate due to the value size of the assets Transferred Assets (either in absolute terms or as a percentage of the Acquired entire Transferring Fund), the Transferred Assets shall consist of as nearly a prorata portion as is reasonably practical of each security or other asset held by the Transferring Fund transferred hereunderas of immediately prior to the Valuation Time. If, less however, the value size of the liabilities Transferred Assets makes it impractical to apply such a prorata split to most of the Acquired securities held by the Transferring Fund, determined as provided for under Section 4. (b) The assets the Transferred Assets shall be selected in a manner equitable to all shareholders of the Acquired Transferring Fund. In any case, the Transferred Assets shall be selected in a manner such that the deviation between market value and amortized cost of each Interim Transferring Fund does not materially differ from the deviation between market value and amortized cost of the corresponding Transferring Class of the corresponding Transferring Fund immediately prior to be acquired the Valuation Time. If the Transferred Assets consist all or primarily of cash, Janus Capital shall bear the cost of the brokerage and other expenses incurred by the Acquiring Fund shall include, without limitation, all Funds in investing the cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to allocation of assets under this paragraph 2.1 shall be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated done in accordance with the Acquired Fund's Amended terms set forth herein and Restated Trust Instrument. Such distribution shall be accomplished with Rule 17a-7 under the Investment Company Act of 1940, as amended (the "1940 Act"), and related no-action letters issued by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names staff of the Acquired Fund shareholders Securities and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issuedExchange Commission, as if the allocation of assets were a condition sale of such transferassets from each Transferring Class of a Transferring Fund to the corresponding Interim Transferring Fund.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after September 30, 2001 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C, Class M and Class Y Merger Shares received by it to the Class A, Class B, Class C, Class M and Class Y shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on September 20, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund Advisor Korea and to the other terms and conditions contained herein, the Acquired Fund Advisor Korea agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund Advisor Emerging Asia as of the Closing Date all of the assets of the Acquired Fund Advisor Korea of every kind and nature existing on the Closing Date. The Acquiring Fund Advisor Emerging Asia agrees in exchange therefortherefore: (i) to assume all of the Acquired FundAdvisor Korea's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund Advisor Korea the number of full and fractional shares of the Acquiring Fund Advisor Emerging Asia having an aggregate net asset value equal to the value of the assets of the Acquired Fund Advisor Korea transferred hereunder, less the value of the liabilities of the Acquired FundAdvisor Korea, determined as provided for under Section 4. (b) The assets of the Acquired Fund Advisor Korea to be acquired by the Acquiring Fund Advisor Emerging Asia shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired FundAdvisor Korea, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund Advisor Korea on the Closing Date. The Acquired Fund Advisor Korea will pay or cause to be paid to the Acquiring Fund Advisor Emerging Asia any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund Advisor Emerging Asia hereunder, and the Acquiring Fund Advisor Emerging Asia will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund Advisor Korea to be assumed by the Acquiring Fund Advisor Emerging Asia shall include (except as otherwise provided for herein) all of the Acquired FundAdvisor Korea's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund Advisor Korea agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund Advisor Korea will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Advisor Emerging Asia Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund Advisor Korea and the Acquired Fund Advisor Korea will be liquidated in accordance with the Acquired FundAdvisor Korea's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent (or sub-transfer agent) opening accounts on the Acquiring FundAdvisor Emerging Asia's share transfer books in the names of the Acquired Fund Advisor Korea shareholders and transferring the Acquiring Fund shares Advisor Emerging Asia Shares thereto. Each Acquired Fund Advisor Korea shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Advisor Emerging Asia Shares due that shareholder. All outstanding Acquired Fund Advisor Korea shares, including any represented by certificates, shall simultaneously be canceled on the Acquired FundAdvisor Korea's share transfer records. The Acquiring Fund Advisor Emerging Asia shall not issue certificates representing the Acquiring Fund Advisor Emerging Asia Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund Advisor Korea is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Advisor Emerging Asia Shares in a name other than that of the registered holder on the Acquired FundAdvisor Korea's books of the Acquired Fund Advisor Korea shares constructively exchanged for the Acquiring Fund Advisor Emerging Asia Shares shall be paid by the person to whom such Acquiring Fund Advisor Emerging Asia Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of Acquired Fund (in respect of the Acquired Fund Reorganization, as hereafter defined) and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation described in Section 9(j) hereof to distribute to its respective shareholders all of its undistributed investment company taxable income (as defined in Section 852 of the Code), if any, and net capital gain (as defined in Section 1222 of the Code)), Acquired Fund agrees will agree to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of will agree to acquire from Acquired Fund, on the Closing Exchange Date all of the assets of the Acquired Fund of every kind Investments and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the cash and other assets of Acquired Fund's , subject to liabilities, in exchange for that number of Shares of Acquiring Fund provided for in Section 4 and the assumption by Acquiring Fund of all of the liabilities existing on or of Acquired Fund. Pursuant to this Plan, Acquired Fund will, as soon as practicable after the Closing Exchange Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares distribute in liquidation all of the Acquiring Fund having an aggregate net asset value equal Shares received by it to the value its shareholders in exchange for their respective Shares of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets Fifth Third Funds, on behalf of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments and cash dividends received by it on or after the Closing Exchange Date with respect to the assets Investments transferred to the Acquiring Fund hereunder. Fifth Third Funds, and the on behalf of Acquired Fund, will transfer to Acquiring Fund will retain any dividend rights, stock dividends, or interest payments other securities received by it Acquired Fund after the Valuation Time Exchange Date as stock dividends or other distributions on or with respect to the Investments transferred, which rights, stock dividends, and other securities shall be deemed included in the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund at the Exchange Date and shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilitiesnot be separately valued, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined which case any such distribution that remains unpaid as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest Exchange Date shall be included in the determination of the value of the assets of Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished acquired by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares Shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time lime with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be 1 accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund’s obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section II.6(c) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the assets of the Acquired Fund of every kind investments and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the cash and other properties and assets of Acquired Fund's liabilities existing on or after the Closing Date, whether accrued or not determinable on the Closing Datecontingent, and (ii) to issue and deliver to the Acquired Fund the in exchange for that number of full Merger Shares provided for in Section II.2 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class Y Merger Shares and Class R6 Merger Shares received by it to its Class Y and Class R6 shareholders, respectively, in complete liquidation of Acquired Fund. (b) The assets of the As soon as practicable, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicates it does not wish to acquire. This liquidation will be substantially completed before the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will agrees to pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the investments and other properties and assets of Acquired Fund, whether accrued or contingent. Any such distribution will be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and will not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made have gone “ex” before the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the Exchange Date will be included in the determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) 1.1 Subject to the requisite approval of the shareholders of the Acquired Fund approvals and to the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund as of Fund, and the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: therefor (ia) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the a number of full and fractional shares of beneficial interest of the Acquiring Fund of the respective class (the “Merger Shares”) set forth on Schedule A having an aggregate net asset value equal to the value of the properties and assets of the Acquired Fund transferred hereunder, attributable to the shares of the Acquired Fund on such date less the value of the liabilities of the Acquired FundFund attributable to those shares of the Acquired Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as provided for under Section 4. of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The property and assets of the Acquired Fund to be acquired by sold, assigned, conveyed, transferred and delivered to the Acquiring Fund shall includeconsist of all assets and property, including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, receivables (including interest interests and dividends or dividends receivables), claims, choses in action, and other property interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing DateValuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will pay or cause to be paid sell, assign, convey, transfer and deliver to the Acquiring Fund any dividend rights, stock dividends, or interest payments other securities received by it on or the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund hereunderat the Closing Date and shall not be separately valued, and in which case any such distribution that remains unpaid as of the Acquiring Fund will retain any dividend or interest payments received by it after Closing Date shall be included in the Valuation Time with respect to determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the . 1.3 The Acquired Fund agrees to use its best will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date, as defined below. The Acquiring Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata declare and pay to its shareholders Shareholders of recordrecord one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, determined if any, for the current taxable year through the Closing Date. 1.4 Immediately following the actions contemplated by paragraph 1.1, the Corporation shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, the Corporation shall (a) distribute to its Shareholders of record as of the Valuation Time on the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in received by the Corporation pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund and Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund will be liquidated in accordance with on the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by books of the Funds' transfer agent opening Acquiring Fund to open accounts on the share records of the Acquiring Fund's share transfer books Fund in the names of the Acquired Fund shareholders and transferring the Shareholders. The aggregate net asset value of Acquiring Fund shares thereto. Each Shares to be so credited to Acquired Fund shareholder's account Shareholders shall be credited with equal to the respective pro rata number aggregate net asset value of full and fractional Acquiring the Acquired Fund shares due that shareholderShares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously Shares will be canceled on the books of the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationsuch exchange. (e) 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. 1.6 Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain its the responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after October 31, 2001 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C, Class M and Class Y Merger Shares received by it to the Class A, Class B, Class C, Class M and Class Y shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on September 20, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject SECTION 2.01. As of the Effective Time, Integrity, on behalf of Separate Account Ten will transfer all of Separate Account Ten's net assets as set forth in paragraph 2.02 to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of for full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to based upon the value of the net assets of Separate Account Ten and the Acquired net asset value of the Fund transferred hereunder, less as of the close of the business day immediately preceding the Closing Date (such time and date hereinafter called the "Valuation Date"). The number of shares of the Fund to be issued to Separate Account Ten in exchange will be determined by dividing the value of the liabilities net assets received from Separate Account Ten by the net asset value of the Acquired Fund shares. These valuations shall be computed using the valuation procedures set forth in Separate Account Ten's and the Fund, determined 's then current prospectus and statement of additional information or such other valuation procedures as provided for under Section 4shall be mutually agreed upon by the parties. (b) SECTION 2.02. The assets of the Acquired Fund Separate Account Ten to be acquired by the Acquiring Fund shall includeconsist of all property, including, without limitation, all cash, cash equivalents, securities, commodities commodities, interests in futures and futures interestsdividends or interest receivables, receivables (including interest or dividends receivables), claims, choses in action, and other property that is owned by the Acquired Fund, Separate Account Ten and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund Separate Account Ten on the Closing Date. The Acquired Separate Account Ten has provided the Fund will pay or cause to be paid to with its most recent unaudited financial statements, which contain a list of all of Separate Account Ten's assets as of the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities . Separate Account Ten hereby represents that as of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all date of the Acquired Fund's liabilities, debts, obligations, and duties, execution of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising this Agreement there have been no material changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of business, whether or not determinable on its business in connection with the Closing Date, purchase and whether or not specifically referred to in this Agreement. Notwithstanding sale of securities and the foregoing, the Acquired Fund agrees to use its best efforts to discharge all payment of its known liabilities normal operating expenses. Separate Account Ten reserves the right to sell any of such securities, but will not, without the prior written approval of the Fund, acquire any additional securities other than securities of the type in which the Fund is permitted to invest. The Fund will, within a reasonable time prior to the Closing Date, other than liabilities incurred furnish Separate Account Ten with a list of the securities, if any, on Separate Account Ten's list referred to in the ordinary course first sentence of business. the prior paragraph that do not conform to the Fund's investment objectives, policies, and restrictions. Separate Account Ten will, within a reasonable period of time (dnot less than 30 days) Pursuant prior to this Agreement, as soon after the Closing Date Date, furnish the Fund with a list of its portfolio securities and other investments. In the event that Separate Account Ten holds any investments that the Fund may not hold, Separate Account Ten, if requested by the Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that Separate Account Ten and the Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Fund with respect to such investments, Separate Account Ten, if requested by the Fund, will dispose of a sufficient amount of such investments as is conveniently practicable, the Acquired Fund will constructively distribute pro rata may be necessary to its shareholders of record, determined avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require Separate Account Ten to dispose of any investments or securities if, in the reasonable judgment of Separate Account Ten, such disposition would violate Separate Account Ten's fiduciary duty to its shareholders. SECTION 2.03. As of the Effective Time, Integrity on behalf of Separate Account Ten shall cause the shares Separate Account Ten receives from the Trust pursuant to Section 2.01 above to be transferred to and duly and validly recorded and held on the records of Separate Account II as assets of its Enhanced 30 Investment Division such that the contractholders' interests in the Enhanced 30 Investment Division will then be equivalent to their former interests in Separate Account Ten. Separate Account II will issue to Separate Account Ten units of the Enhanced 30 Investment Division equal in value to the shares received. Separate Account Ten will redeem its outstanding units in exchange for units of the Enhanced 30 Investment Division of Separate Account II of equal value. Integrity shall take all actions necessary to ensure that such interests in the Enhanced 30 Investment Division, immediately following the Effective Time, are duly and validly recorded on the contractholders' individual account records. The unit value of the Enhanced 30 Investment Division will be determined consistent with the formula for unit values contained in the contracts participating in the Accounts. Such unit values will be determined without regard to the determination of unit values of any other investment division of Separate Account II. After the Effective Time, Integrity shall thereafter file with the Commission an application to deregister Separate Account Ten under Section 8(f) of the 1940 Act. SECTION 2.04. The Fund shares to be issued hereunder shall be issued in open account form by book entry without the issuance of certificates. Each Fund share that is issued pursuant to Section 2.01 above will be deemed to have been issued for a consideration equal to the net asset value of the Fund on the Valuation Time on Date. SECTION 2.05. If, at any time after the Closing Date, the Acquiring Fund Shares in exchange for Trust or Integrity shall determine that any further conveyance, assignment, documentation or action is necessary or desirable to complete the reorganization contemplated by this Agreement or confirm full title to the assets transferred, the appropriate party or parties shall execute and deliver all such shareholders' shares of beneficial interest in the Acquired Fund instruments and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationtake all such actions. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after February 28, 2002 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C, and Class M Merger Shares received by it to the Class A, Class B, Class C, and Class M shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on September 27, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust InstrumentDeclaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares Shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares Shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the any requisite approval of the shareholders of the Acquired Fund and the Acquiring Fund and to the other terms and conditions contained hereinherein (including the Acquired Fund’s obligation to distribute to its shareholders all of its investment company taxable income and net capital gain as described in Section 8(j) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Acquired Fund, on the Exchange Date all of the assets Assets existing as of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees Valuation Time (as defined in Section 4(b) below) in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full and fractional shares of beneficial interest of the Acquiring Fund having an aggregate net asset value equal to provided for in Section 5 and the value assumption by the Acquiring Fund of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing as provided of the Valuation Time except for under Section 4. the Acquired Fund’s liabilities, if any, arising in connection with this Agreement. The Acquired Fund will, as soon as practicable after the Exchange Date, distribute all of the Merger Shares (band cash in lieu of fractional shares, if any) The assets received by it to the shareholders of record of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by exchange for their common shares of the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. . b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it for the account of the Acquired Fund on or after the Closing Exchange Date with respect to the assets Assets of the Acquired Fund. Any such distribution shall be deemed included in the Assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after securities in respect of which such distribution is made shall have gone “ex” such distribution prior to the Valuation Time with respect to Time, in which case any such distribution which remains unpaid at the assets transferred hereunder without regard to Exchange Date shall be included in the payment date thereof. (c) The liabilities determination of the value of the Assets of the Acquired Fund to be assumed acquired by the Acquiring Fund. c. The Acquired Fund shall include (except as otherwise provided for herein) all will, within a reasonable period of time before the Exchange Date, furnish the Acquiring Fund with a list of the Acquired Fund's liabilities’s portfolio securities and other investments. The Acquiring Fund will, debtswithin a reasonable period of time before the Exchange Date, obligationsidentify the investments, and dutiesif any, of whatever kind on the Acquired Fund’s portfolio that (by itself or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course aggregate with the investments in the Acquiring Fund’s and/or the other Acquired Funds’ portfolios) do not conform to the Acquiring Fund’s investment objectives, policies and/or restrictions and will notify the Acquired Fund accordingly. The Acquired Fund will, if reasonably requested by the Acquiring Fund, dispose of business, whether or not determinable on a sufficient amount of such investments as may be necessary to avoid violating such policies and/or restrictions as of the Closing Exchange Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, nothing herein will require the Acquired Fund agrees to use its best efforts to discharge all dispose of any portion of its known liabilities prior to the Closing Dateassets if, other than liabilities incurred in the ordinary course reasonable judgment of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall ’s Board of Trustees or investment adviser, such disposition would create more than an insignificant risk that the Reorganization would not be accomplished by treated as a “reorganization” described in Section 368(a) of the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books Code or would otherwise not be in the names best interests of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. Prior to the Closing, Parent and the Company will consummate, or cause to be consummated, the following transactions (collectively, the "Reorganization"): (a) Subject Each of Vivra Asthma Allergy Careamerica, Inc., Vivra Heart Services, Inc., Vivra ENT, Inc., Vivra Health Advantage, Inc., Vivra Orthopaedics, Inc., and Vivra OB-GYN Services, Inc. will be merged with and into the Company, and, in connection therewith, each VSP Entity Option shall be converted into an option to purchase shares of Common Stock under the Company Stock Option Plan as reflected on Schedule 2.05(b). In connection therewith, the Company will use reasonable efforts (without the requirement of paying any money or making any financial concession) to cause each holder of VSP Entity Options to execute and deliver an option exchange agreement, in form and substance satisfactory to the requisite approval Company and Acquiror, pursuant to which each holder of VSP Entity Options will agree, among other things, (i) to convert his or her VSP Entity Options into options to acquire Common Stock and, upon the Merger, into options to acquire Acquiror Class B Common Stock, (ii) to enter into a stockholders' agreement, in form and substance satisfactory to the Company and Acquiror, upon the exercise of any options to acquire Acquiror Class B Common Stock following the Closing, and (iii) to terminate the existing stockholders agreement relating to the shares of capital stock of the shareholders VSP Entity issuable upon the exercise of the Acquired Fund and such holder's VSP Entity Options. (b) Immediately prior to the other terms and conditions contained hereinClosing, the Acquired Fund agrees to assign, sell, Parent will convey, transfer, transfer and deliver assign to the Acquiring Fund as of the Closing Date Company all of the assets of Parent listed on Schedule 5.08(b) and the Acquired Fund of every kind Company will assume and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) agree to assume perform all of the Acquired Fund's liabilities existing and obligations of Parent listed on or after Schedule 5.08(b) hereto; provided, however, that if the Closing Dateshall be effectuated as the Alternative Transaction pursuant to Section 1.12 hereof, whether or not determinable on the Closing Date, and (ii) Parent shall have no obligation to issue and deliver assign to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4. (b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunderCompany, and the Acquiring Fund will retain Company shall have no obligation to assume, any dividend of Parent's rights, duties or interest payments received by it after obligations under the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereofGateway Lease (as defined in Schedule 2.07(a) hereto). (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Sterling Fund and to the other terms and conditions contained herein, Advisors and the Acquired Sterling Fund agrees agree to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring BB&T Fund, and the BB&T Fund as of agrees to acquire from the Closing Sterling Fund, on the Exchange Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume Investments, all of the Acquired Fund's liabilities existing on cash, property, rights, privileges, powers, franchises and other assets, know or after unknown, of the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Sterling Fund the in exchange for that number of full and fractional shares Shares of the Acquiring BB&T Fund having an aggregate net asset value equal to provided for in Section 4 and the value assumption by the BB&T Fund of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of, allocated or attributable to, the Sterling Fund, whether known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured. Without limiting the foregoing, BB&T agrees to assume the obligation of Advisors to indemnify and hold harmless the trustees and officers of Advisors with respect to any action or omission or alleged action or omission relating to the Sterling Fund prior to the consummation of the Acquired transactions described in paragraph (a) of this Agreement, including the obligation to advance expenses, to the maximum extent permitted by applicable law and as set forth in Advisors' Declaration of Trust and By- laws. Pursuant to this Agreement, the Sterling Fund will, as soon as practicable after the Exchange Date, distribute in liquidation all of the BB&T Fund Shares received by it to its shareholders in exchange for their Shares of the Sterling Fund, determined as provided for under Section 4. (b) The assets Advisors, on behalf of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Sterling Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring BB&T Fund any dividend or interest payments and cash dividends received by it on or after the Closing Exchange Date with respect to the Investments transferred to the BB&T Fund hereunder. Advisors, on behalf of the Sterling Fund, will transfer to the BB&T Fund any rights, stock dividends or other securities received by Advisors or the Sterling Fund after the Exchange Date as stock dividends or other distributions on or with respect to the Investments transferred, which rights, stock dividends and other securities shall be deemed included in the assets transferred to the Acquiring BB&T Fund hereunderat the Exchange Date and shall not be separately valued, and the Acquiring Fund will retain in which case any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined such distribution that remains unpaid as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest Exchange Date shall be included in the Acquired determination of the value of the assets of the Sterling Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished acquired by the Funds' transfer agent opening accounts on the Acquiring BB&T Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) 1.1 Subject to the requisite approval of the shareholders of the Acquired Fund approvals and to the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to assignTrust I, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all behalf of the Acquired Fund's liabilities existing on or after , agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Closing Date, whether or not determinable on the Closing DateAcquiring Fund, and Trust I, on behalf of the Acquiring Fund, agrees in exchange therefor (iia) to issue and deliver to the Acquired Fund the a number of full and fractional shares of beneficial interest of the Acquiring Fund of the respective class set forth on Schedule A having an aggregate net asset value equal to the value of the properties and assets of the Acquired Fund transferred hereunder, attributable to the shares of the Acquired Fund on such date less the value of the liabilities of the Acquired FundFund attributable to those shares of the Acquired Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as provided for under Section 4. of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The property and assets of Trust I attributable to the Acquired Fund to be acquired by sold, assigned, conveyed, transferred and delivered to Trust I, on behalf of the Acquiring Fund Fund, shall includeconsist of all assets and property, including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, receivables (including interest interests and dividends or dividends receivables), claims, choses in action, and other property interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing DateValuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will pay or cause to be paid sell, assign, convey, transfer and deliver to the Acquiring Fund any dividend rights, stock dividends, or interest payments other securities received by it on or the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund hereunderat the Closing Date and shall not be separately valued, and in which case any such distribution that remains unpaid as of the Acquiring Fund will retain any dividend or interest payments received by it after Closing Date shall be included in the Valuation Time with respect to determination of the value of the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed acquired by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the . 1.3 The Acquired Fund agrees to use its best will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date, as defined below. Trust I, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata declare and pay to its shareholders Shareholders of recordrecord one or more dividends and/or other distributions so that it will have distributed substantially all of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, determined if any, for the current taxable year through the Closing Date. 1.4 Immediately following the actions contemplated by paragraph 1.1, Trust I shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, Trust I, on behalf of the Acquired Fund, shall (a) distribute to its Shareholders of record as of the Valuation Time on the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares in exchange for such shareholders' shares received by Trust I, on behalf of beneficial interest in the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund and Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund will be liquidated in accordance with on the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished by books of the Funds' transfer agent opening Acquiring Fund to open accounts on the share records of the Acquiring Fund's share transfer books Fund in the names of the Acquired Fund shareholders and transferring the Shareholders. The aggregate net asset value of Acquiring Fund shares thereto. Each Shares to be so credited to Acquired Fund shareholder's account Shareholders shall be credited with equal to the respective pro rata number aggregate net asset value of full and fractional Acquiring the Acquired Fund shares due that shareholderShares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously Shares will be canceled on the books of the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationsuch exchange. (e) 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. 1.6 Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain its the responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after September 30, 2001 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C and Class M Merger Shares received by it to the Class A, Class B, Class C and Class M shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on September 27, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) a. Subject to the requisite approval of the shareholders of the Acquired Fund and, if necessary, the Acquiring Fund, and to the other terms and conditions contained hereinherein (including the Acquired Fund's obligation to make the distribution described in Section 8(j)), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund as of agrees to acquire from the Closing Date Acquired Fund on the Exchange Date, all of the Investments and all of the cash and other properties and assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether accrued or not determinable on the Closing Date, and contingent (ii) to issue and deliver to including cash received by the Acquired Fund upon the liquidation by the Acquired Fund of any Investments), in exchange for that number of full and fractional shares of beneficial interest of the Acquiring Fund having an aggregate net asset value equal to provided for in Section 4 and the value assumption by the Acquiring Fund of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time (as provided defined below) except for under Section 4. the Acquired Fund's liabilities, if any, arising in connection with this Agreement. Pursuant to this Agreement, the Acquired Fund will, as soon as practicable after the Exchange Date, (bi) The assets distribute all of the Ordinary Reorganization Shares received by it to Class A, Class B(1), Class B and Class C shareholders of the Acquired Fund to be acquired by the Acquiring Fund shall includein exchange for their Class A, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivablesClass B(1), claimsClass B, choses in action, Class C and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books Class S shares of the Acquired Fund on and (ii) distribute all of the Closing Date. Institutional Reorganization Shares received by it to Class S shareholders of the Acquired Fund in exchange for their Class S shares of the Acquired Fund. b. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunderat the Exchange Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Time, in which case any such distribution which remains unpaid at the Exchange Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. c. Pursuant to Section 4 below, the net value of assets of Acquired Fund and the net asset value per share of Acquiring Fund will retain any dividend shall be determined at the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) on the business day preceding the Exchange Date or interest payments received such earlier or later day as may be mutually agreed upon in writing by it after the parties hereto (the "Valuation Time"). d. In the event that trading on the NYSE or on another exchange or market on which the securities held by Acquired Fund shall be disrupted during the Valuation Time with respect to so that, in the judgment of the SSR Trust, accurate appraisal of the net assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by transferred hereunder or the assets of Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilitiesis impracticable, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time shall be postponed until the first business day after the day on which trading on such exchange or in such market shall, in the Closing Datejudgment of the SSR Trust, have been resumed without disruption. In such event, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution Exchange Date shall be accomplished by the Funds' transfer agent opening accounts on the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganizationpostponed accordingly. (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained hereinherein (including Acquired Fund's obligation to distribute to its shareholders all of its net investment income and capital gains as described in Section 8(l) hereof), the Acquired Fund agrees to sell, assign, sell, convey, transfer, transfer and deliver to the Acquiring Fund, and Acquiring Fund as of agrees to acquire from Acquired Fund, on the Closing Exchange Date all of the Investments and all of the cash and other properties and assets of Acquired Fund, whether accrued or contingent (including cash received by Acquired Fund upon the liquidation by Acquired Fund of every kind any investments purchased by Acquired Fund after September 30, 2001 and nature existing on the Closing Date. The designated by Acquiring Fund agrees as being unsuitable for it to acquire), in exchange therefor: (i) to assume all of the Acquired Fund's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the for that number of full Merger Shares provided for in Section 4 and fractional shares of the assumption by Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value all of the liabilities of the Acquired Fund, determined whether accrued or contingent, existing at the Valuation Time. Pursuant to this Agreement, Acquired Fund will, as provided for under Section 4soon as practicable after the Exchange Date, distribute all of the Class A, Class B, Class C and Class M Merger Shares received by it to the Class A, Class B, Class C and Class M shareholders, respectively, of Acquired Fund, in complete liquidation of Acquired Fund. (b) The assets As soon as practicable following the requisite approval of the shareholders of Acquired Fund, Acquired Fund to be acquired by the will, at its expense, liquidate such of its portfolio securities as Acquiring Fund shall includeindicate it does not wish to acquire. Such liquidation will be substantially completed prior to the Exchange Date, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned unless otherwise agreed by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The and Acquiring Fund. (c) Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend interest, cash or interest such dividends, rights and other payments received by it on or after the Closing Exchange Date with respect to the Investments and other properties and assets of Acquired Fund, whether accrued or contingent, received by it on or after the Exchange Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund hereunder, at the Exchange Date and shall not be separately valued unless the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with securities in respect to the assets transferred hereunder without regard to the payment date thereof. (c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund which such distribution is made shall include (except as otherwise provided for herein) all of the Acquired Fund's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities have gone "ex" such distribution prior to the Closing DateValuation Time, other than liabilities incurred in which case any such distribution which remains unpaid at the Exchange Date shall be included in the ordinary course determination of businessthe value of the assets of Acquired Fund acquired by Acquiring Fund. (d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the The Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders' shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund's Amended and Restated Trust Instrument. Such distribution shall be accomplished 4:00 p.m. Boston time on August 16, 2002 or such earlier or later day as may be mutually agreed upon in writing by the Funds' transfer agent opening accounts on parties hereto (the Acquiring Fund's share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder's account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund's share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization"Valuation Time"). (e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated. (f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund's books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.